Current Report Filing (8-k)
June 04 2018 - 4:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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, 2018
PROGREEN
US, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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000-25429
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59-3087128
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(State
or Other Jurisdiction
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(Commission
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(
I.R.S. Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2667
Camino del Rio South, Suite 312, San Diego, CA
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92108-3763
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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: (619) 487-9585
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 [X]
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. [ ]
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):
[ ]
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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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BACKGROUND
ProGreen
US, Inc. (ProGreen) is providing the following background comments regarding disclosures in the Items included in this Current
Report.
Amendment
to Convertible Note Issued to Auctus Fund, LLC
The
note issued to Auctus Fund was amended to extend the prepayment period until July 10, 2018, giving the company additional time
for payment in cash to avoid conversion.
ProGreen
also received written confirmation on June 1, 2018 from BlueHawk Capital concerning an extension on prepayment on the November
24, 2017 BlueHawk Capital LLC convertible note, agreeing that BlueHawk Capital would hold off on any conversion and allow ProGreen
to pay off the note until June 15th, 2018. There are no additional costs or penalties associated with this voluntary extension
from BlueHawk.
The
Company intends to secure conventional debt financing to pay off convertible notes before they convert, as well as to pay off
other debt and to further its Baja California projects, although there is no assurance that we will be able to secure this financing.
Announcements
related to the planned conventional debt financing are as follows:
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From
the Company’s Twitter account @ProGreenUS on May 30, 2018: “ We have now received a firm commitment letter from
the lender for the $5M bridge financing, referred to in the May 22 Twitter announcement regarding the Letter of Intent.”
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From
the Company’s Twitter account @ProGreenUS on May 22, 2018: “We have now executed the Letter of Intent for a bridge
financing of $5M (referred to in yesterday’s announcement
https://www.progreenus.com/pr-20180521/
). Now proceeding
with the underwriting due diligence.”
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Press
release on May 21, 2018: “ProGreen Receives LOI’s for First Stage of Larger Funding Plan”
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Press
release on April 6, 2018: “ProGreen Receives Cielo Mar Valuation Pursuant to Funding Plan”
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Press
release on March 21, 2018: “CBRE Appraisal Values Cielo Mar Land at $42M”
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Press
release on January 29, 2018: “ProGreen Retains CBRE for Cielo Mar Property Appraisal”
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Press
release on December 20, 2017: “ProGreen announces $10M secured financing plan”
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THE
FOREGOING GENERAL DISCUSSION IS QUALIFIED BY THE MORE DETAILED ITEM DESCRIPTION AND THE REFERENCED EXHIBIT DOCUMENT BELOW.
Item
1.01. Entry into a Material Definitive Agreement.
Amendment
to December 4, 2017 Note issued to Actus Fund, LLC
The
Company on December 4, 2017, issued a 12% Fixed Convertible Promissory Note (the “Note”) in the principal amount of
$110,875 due August 29, 2018 to Actus Fund, LLC (sometimes referred to as the “Holder”). We have entered into an agreement
with the Holder to amend the Note effective May 31, 2018, which provides for the following amendments to the Note: in consideration
of the Company’s having made a cash payment of $5,000 (the “Cash Payment”) to the Holder on or before June 4,
2018, which does not reduce the balance owed under the Note, (i) the Holder shall only be entitled to effectuate a conversion
under the Note on or after July 10, 2018, (ii) the “125%” prepayment amount in Section 1.9(b) of the Note is increased
to “135%”, and (iii) the Company shall be permitted to exercise its right to prepay the Note pursuant to Section 1.9(b)
of the Note (as amended by this Amendment) at any time before July 10, 2018.
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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PROGREEN
US, INC.
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Dated:
June 4, 2018
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By:
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/s/
Jan Telander
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Jan
Telander, Chief Executive Officer
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