Current Report Filing (8-k)
March 31 2017 - 6:13AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 15, 2017
Aura
Systems, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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0-17249
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95-4106894
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State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification Number
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10541
Ashdale Avenue, Stanton, CA
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90680
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(Address of principal
executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
(310) 643-5300
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 – Entry into a Material Definitive Agreement.
As
previously reported in a Current Report on Form 8-K filed on February 8, 2017 (the “Prior Transaction Amendment Report”),
the Registrant has entered into a First Amendment to Transaction Documents (the “Amendment”) with five parties (the
“Signatories”), pursuant to which a Securities Purchase Agreement dated May 6, 2013 (the “2013 Purchase Agreement”)
among Registrant, the Signatories, and two other parties has been amended. Among other things, the Amendment obligated the Registrant
to file with the Securities and Exchange Commission by March 15, 2017 a preliminary proxy statement for a stockholders meeting
at which Registrant will seek stockholder approval of resolutions (the “Resolutions”) to (i) elect a new board of
at least five directors, (ii) approve a reverse stock split of up to 1-for-7, and (iii) if required by applicable law, approve
an exempt offering of securities.
In
addition, as previously reported in a Current Report on Form 8-K filed on January 25, 2017 (the “Prior Refinancing Report”),
the Registrant entered into a Debt Refinancing Agreement (the “Refinancing Agreement”) with Warren Breslow and the
Survivor’s Trust Under the Warren L. Breslow Trust (the “Breslow Trust”) and a related Unsecured Convertible
Promissory Note (the “Note”) with the Breslow Trust. Among other things, the Refinancing Agreement required the Company
to cause a preliminary proxy statement relating to the Resolutions and the stockholders meeting to be filed with the SEC by no
later than March 1, 2017.
The
Amendment and the Refinancing Agreement have been amended by the Registrant and the applicable parties to provide that Registrant
must file its preliminary proxy statement with the SEC by April 10, 2017.
The
above discussion does not describe all of the terms of the Amendment or the Refinancing Agreement, and is qualified in its entirety
by the actual terms of such documents. The Prior Transaction Amendment Report and the Prior Refinancing Report are incorporated
herein by this reference.
SECTION
8 – OTHER EVENTS
Item
8.01 – Other Events.
The
Registrant currently is delinquent in filing its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and consequently
neither the narrative nor the financial information contained in the most recent such reports should be relied upon as presenting
a materially accurate description of the current business or financial condition of the Registrant. The Registrant will seek to
become current in its filings with the Securities and Exchange Commission as soon as reasonably practicable.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AURA
SYSTEMS, INC.
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(Registrant)
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Date:
March 30, 2017
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By:
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/s/
Melvin Gagerman
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Melvin
Gagerman
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Chief
Executive Officer
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Chief
Financial Officer
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