Current Report Filing (8-k)
October 10 2017 - 4:09PM
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: October 10, 2017
Tempus
Applied Solutions Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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333-201424
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47-2599251
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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471
McLaws Cir.
Williamsburg, Virginia
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23185
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(757) 875-7779
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 (17 CFR 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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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
October 6, 2017, we entered into an equity financing agreement (the “EFA”) with GHS Investments LLC (the “Investor”),
whereby the Investor has agreed to invest up to twelve million dollars ($12,000,000) in shares of our common stock over the course
of 24 months following effective registration of the shares with the Securities and Exchange Commission.
Subject
to the terms and conditions of the EFA, we may, in our sole discretion, deliver notices to the Investor which states the dollar
amount which we have decided to put to the Investor on a certain date. The amount that we shall be entitled to put
to the Investor may not exceed three hundred percent (300%) of the average of the daily trading dollar volume of the common stock
for the ten (10) trading days prior to the applicable notice date, provided such amount does not exceed $300,000. The
purchase price for the shares of stock put to the Investor shall be based on ninety-five percent (95%) of the Volume Weighted
Average Price ("VWAP") for the Company's common stock during the pricing period. If the closing price for the Company's
stock on the last trading day of the pricing period is less than the Average VWAP during the Pricing Period, then the purchase
price shall equal 95% of the lowest closing price for the Company's common stock during the pricing period. If the purchase price
equals less than one dollar ($1.00) per share, an additional five percent (5%) will be discounted off of the applicable purchase
price.
Funds
realized by the Company through the EFA will be used as working capital for operations.
In
connection with the EFA, we also entered into a registration rights agreement with the Investor dated October 6, 2017, whereby
we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within thirty (30) days of
the date of the registration rights agreement and to have the Registration Statement declared effective by the Securities and
Exchange Commission within ninety (90) days after we have filing.
The
two agreements are filed as exhibits to this report and the summary above is qualified in its entirety by reference to such exhibits
.
Item
9.01 Financial Statements and Exhibits
Exhibits
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.
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TEMPUS
APPLIED SOLUTIONS HOLDINGS, INC.
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Date:
October 10, 2017
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By:
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/s/
Johan Aksel Bergendorff
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Name:
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Johan
Aksel Bergendorff
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Title:
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Chief
Financial Officer
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