Current Report Filing (8-k)
August 07 2017 - 11:48AM
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: August 4, 2017 (Date of earliest event reported)
U.S. GEOTHERMAL INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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001-34023
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84-1472231
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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390 E Parkcenter Blvd, Ste 250, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)
208-424-1027
(Registrants Telephone Number,
Including Area Code)
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 1.02
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Termination of a Material Definitive
Agreement.
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Termination of Purchase Agreement between the Company and
Lincoln Park Capital Fund, LLC
As previously disclosed, on January 22, 2016, the Company
entered into a purchase agreement (the
Purchase Agreement
) with Lincoln
Park Capital Fund, LLC (
LPC
), pursuant to which the Company had the
right, in the Companys sole and absolute discretion, to sell to LPC up to ten
million dollars ($10,000,000) worth of shares of the Companys common stock,
$0.001 par value per share (shares of the Companys common stock being the
Common Shares, and the Common Shares subject to such sale being the
Purchase Shares
) over the 30-month term of the Purchase Agreement.
The Purchase Agreement provided for an initial sale of $650,000
of Purchase Shares upon closing. During the quarter ended March 31, 2016 an
additional $571,650 was raised under the LPC facility subsequent to the initial
sale. No additional funds were raised since that time.
As consideration for entering into the Purchase Agreement, the
Company issued to LPC, 362,115 Common Shares, valued at $0.62 per share (pre
share consolidation). The
purchase price of the Purchase Shares (excepting the initial Purchase Shares)
were to be based on prevailing market prices of the Common Shares on or around
the date of purchase. There was no upper limit on the price per Purchase Share
that LPC could be obligated to pay under the Purchase Agreement but no Purchase
Shares were to be sold to LPC at a price of less than $0.25 per Purchase Share.
On August 4, 2017, the Company delivered notice to LPC pursuant
to the Purchase Agreement terminating the Purchase Agreement as it had no
intention to conduct further sales under the Purchase Agreement. Pursuant to the
terms of the Purchase Agreement, termination of the Purchase Agreement will be
effective on August 8, 2017.
The summary of the terms of the Purchase Agreement set forth in
this Current Report on Form 8-K is subject to, and qualified in its entirety by,
the full text of the Purchase Agreement which was filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the SEC on January 25, 2016, and
which is incorporated herein by reference.
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.
Dated: August 7, 2017
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U.S. Geothermal Inc.
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By:
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/s/
Kerry D. Hawkley
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Kerry D. Hawkley
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Chief Financial Officer and Secretary
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