Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event
reported): February 26, 2021
BRAZIL MINERALS, INC.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
Rua Vereador João Alves Praes nº 95-A
Olhos D’Água, MG 39398-000, Brazil
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter). Emerging growth company
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Regarding Forward-Looking Statements
Our disclosure and analysis in this Current Report on Form 8-K for
Brazil Minerals, Inc. (the “Company”) contains some forward-looking
statements. Statements that are predictive in nature, that depend
upon or refer to future events or conditions or that include words
such as "expects," "anticipates," "intends," "plans," "believes,"
"estimates" and similar expressions are forward-looking statements.
Although we believe that these statements are based upon reasonable
assumptions, they are subject to several risks and
Investors are cautioned that our forward-looking statements are not
guarantees of future performance and the actual results or
developments may differ materially from the expectations expressed
in the forward-looking statements.
As for the forward-looking statements that relate to future
financial results and other projections, actual results will be
different due to the inherent uncertainty of estimates, forecasts
and projections and may be better or worse than projected. Given
these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also
represent our estimates and assumptions only as of the date that
they were made. We expressly disclaim a duty to provide updates to
these forward-looking statements, and the estimates and assumptions
associated with them, after the date of this filing to reflect
events or changes in circumstances or changes in expectations or
the occurrence of anticipated events.
You are advised to consult any additional disclosures we make in
our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
Other factors besides those discussed in this Current Report could
also adversely affect us.
Item 1.01. Entry into a Material Definitive Agreement.
On February 26, 2021, the Company entered into a Common Stock
Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware
limited partnership (“Triton Funds”), an unrelated third party.
Triton Funds was founded by
and is managed by students from the University of California, San
Diego, and backed by scientific and academic advisory boards.
According to Triton Funds, it is the largest student-run investment
fund in the United States and focused on “millennial growth ESG”
(Environmental, Social and Governance) opportunities. Triton
Funds agreed to invest up to $2,500,000 in the Company in the form
of common stock purchases. Subject to the terms and conditions set
forth in the CSPA, the Company agreed to sell to Triton Funds
common shares of the Company having an aggregate value of
$2,500,000. Under the CSPA the Company may, in its sole discretion,
and subject to the satisfaction of certain conditions, deliver a
purchase notice to Triton Funds which states the dollar amount of
shares which the Company intends to sell to Triton Funds. The price
of the shares to be sold will depend on, among other things, the
market price of the Company’s stock at the time that a purchase
notice is delivered. Triton Funds’ obligation to purchase
securities is conditioned on an effective registration statement
for resale of the shares being purchased and Triton Funds’
ownership not exceeding 9.99% of the issued and outstanding shares
of the Company giving effect to such purchase.
In connection with the CSPA, the Company also entered into a
Warrant Agreement (the “WA”) under which Triton Funds is granted a
two-year right to purchase up to 75,987,842 common shares of the
Company (the “Warrant Shares”) subject to the terms and conditions
of the WA. The purchase of the Warrants Shares shall exclusively be
on a cash basis if there is then an effective registration
statement available for resale of such shares.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
Name: Marc Fogassa
Title: Chief Executive Officer
Brazil Minerals (QB) (USOTC:BMIX)
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