Current Report Filing (8-k)
December 21 2017 - 10:46AM
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):
December 13, 2017
SOLARIS
POWER CELLS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA
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000-53982
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46-3386352
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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2159
India Street
San
Diego, CA 92101
(Address
of Principal Executive Offices)
619-629-0922
(Registrant’s
telephone number including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01
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Entry
into a Material Definitive Agreement.
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The
Company previously entered into two separate financing agreements with Blue Citi, LLC (“
Blue Citi
”). On 07
March 2017 Blue Citi purchased from the Company a Convertible Promissory Note (the “
March Note
”) in the principal
amount of $15,125, yielding $13,750 of gross proceeds to the Company. On 31 May 2017 Blue Citi purchased from the Company a Convertible
Promissory Note (the “
May Note
”) in the principal amount of $110,000, yielding $100,000 of gross proceeds to
the Company.
Blue
Citi declared both the March Note and the May Note (collectively, the “
Notes
”) to be in default and filed a
lawsuit against the Company in the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “
Lawsuit
”).
The Lawsuit alleged a default of the Notes, as well as failure of the Company to pay certain obligations (totaling $68,045) which
were assigned to Blue Citi.
On
or around 04 December 2017 the Company and Blue Citi entered into a settlement agreement in order to resolve and settle the Lawsuit
(the “
Settlement Agreement
”). The terms of the Settlement Agreement included, without limitation, a settlement
amount of $335,545.00 (the “
Settlement Amount
”). The Settlement Amount will be converted into shares of Company
common stock, to be issued pursuant to an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933,
as amended. On 13 December 2017 the court in the Lawsuit issued a court order approving the Settlement Agreement (the “
Court
Order
”).
See
the description of the settlement of the Lawsuit and the execution of the Settlement Agreement, as approved by the Court Order,
in Item 1.01, above.
SIGNATURE
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.
Date:
21 December 2017
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SOLARIS
POWER CELLS, INC.
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By:
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/s/
Neil Kleinman
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Neil
Kleinman,
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Chief
Executive Officer
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