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): May 6,
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 March 10, 2021, the Company sent to the Heather U. Baines and
Lloyd McAdams AB Living Trust dated 8-1-2001 (the “Trust”) the
required 60-day notice of redemption (the “Notice of Redemption”)
of the Senior Secured Convertible Promissory Note dated January 8,
2014 from Brazil Minerals, Inc. to the order of the Trust (the
“Promissory Note”). Based upon the date that the Notice of
Redemption was given, the Company would have been entitled to
repurchase the Promissory Note and extinguish it on May 9, 2021. On
May 6, 2021, the Trust informed the Company of its decision to
convert the outstanding principal and accrued interest of the
Promissory Note into 86,246,479 common shares of the Company.
On May 6, 2021, the Company informed GW Holdings Group LLC (“GW”)
of its intention to pay off the entire principal and accrued
interest on a convertible note in the original principal amount of
$270,000 (the “Convertible Note”). On May 7, 2021, the Company paid
$276,391 to GW by wire transfer to complete the payoff.
After the two transactions stated above, the Company has no
outstanding investor debt on its books.
On April 12, 2021, the Company filed with the Securities and
Exchange Commission a Form 8-K disclosing the following change in
the Company’s Bylaws:
“The Corporation is prohibited from issuing to a third-party any
convertible loan, note, or debt in which the conversion price
decreases if the price of the common stock of the Corporation
Item 3.02. Unregistered Sales of Equity Securities.
The first paragraph of Item 1.01 of this Form 8-K is hereby
incorporated herein by reference. On May 7, 2021, the entire
outstanding principal and accrued interest on the Promissory Note
held by the Trust was converted into 86,246,479 common shares of
the Company. The shares were issued without registration pursuant
an exemption afforded under Section 3(a)(9) of the Securities Act
of 1933, as amended.
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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