Current Report Filing (8-k)
June 06 2017 - 4:12PM
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): May 31, 2017
ZEECOL
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Florida
|
|
000-53379
|
|
26-1133266
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
57a
Nayland Street
Sumner,
Christchurch 8081
New
Zealand
(Address
of Principal Executive Offices)
Registrant’s
telephone number:
(347) 709-6963
N/A
(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 (
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))
|
Indicate
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
[ ]
If
an 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. [ ]
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
On
May 31, 2017, Zeecol International, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with Crown Bridge Partners, LLC (“Crown Bridge”) for the sale a $45,000 convertible note (the “Note”).
The
closing of the transaction took place on June 6, 2017, and the Company received $41,000 in proceeds from the sale of the
Note.
The
Note is due and payable on May 31, 2018. The Note will accrue interest at the rate of 5% per annum, unless an Event of Default
(as defined in the Note) occurs. If an Event of Default occurs, the Note shall become immediately due and payable and the Company
shall pay to Crown Bridge an amount equal to 150% multiplied by the then outstanding entire balance of the Note (including principal
and accrued and unpaid interest).
The
Note shall be convertible into a number of shares of Company common stock (“Common Stock”) and is convertible at any
time following the date of issuance of the Note. The conversion price (the “Conversion Price”) of the Note shall be
61% of the Market Price, defined as the lowest trading price for the Common Stock during the twenty (20) trading day period ending
on the latest complete trading day prior to the date of conversion. The Conversion Price is subject to adjustments as set forth
in the Note. If, at the time the Note is outstanding, the Company issues a security that is issued or convertible into another
security at a discount to market greater than Conversion Price in effect at that time, then the Conversion Price shall be automatically
adjusted to such greater discount percentage. In no event, unless such right is waived by Crown Bridge, shall a conversion of
the Note occur wherein such conversion results in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of
the outstanding shares of Common Stock of the Company.
If
at any time while the Note is outstanding, the Company effectuates a reverse split with respect to the Common Stock, then a liquidated
damages charge of 15% of the outstanding principal balance of the Note at that time will be assessed and will become immediately
due and payable to Crown Bridge. If at any time while the Note is outstanding, the Company has a bona fide offer of capital or
financing from any 3rd party that the Company intends to act upon, then the Company must first offer such opportunity to Crown
Bridge to provide such capital or financing to the Company on the same terms as each respective 3rd party’s terms. The Company
also granted to Crown Bridge piggyback registration rights with respect to the shares of Common Stock in which the Note is convertible
into, so long as the Note is outstanding.
The
Company has the right to prepay the note within the 180 day period following the date of issuance of the note at certain prepayment
premiums ranging from 120% to 140% of the then outstanding principal and interest on the note.
In
connection with the sale of the note, the Company relied upon the exemption from registration provided by Section 4(a)(2) under
the Securities Act of 1933, as amended, for transactions not involving a public offering.
The
foregoing summary of the terms of the Purchase Agreement and the note are subject to, and qualified in their entirety by, such
documents attached hereto as Exhibit 10.1 and 10.2, respectively, which are incorporated herein by reference.
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item 9.01
|
Financial Statement and Exhibits.
|
Exhibit
No.
|
|
Description
|
10.1
|
|
Securities
Purchase Agreement
|
10.2
|
|
Form
of Convertible Debenture
|
|
|
|
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.
|
Zeecol
International, Inc.
|
Date:
June 6, 2017
|
|
|
By:
|
/s/
William Mook
|
|
Name:
|
William
Mook
|
|
Title:
|
Chief
Executive Officer
|