Current Report Filing (8-k)
June 05 2018 - 8:55AM
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 30, 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.
Global
Capital Partners Fund Limited Financing Commitment
This
conventional financing represents the first stage in the larger funding plan, as referenced in the press releases and Twitter
communications listed below. The company intends to use the proceeds from this bridge loan to pay off convertible notes and other
debt, as well as to further its Baja California projects.
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●
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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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●
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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.
Financing
Commitment Received for Ciel Mar Property
On
May 30, 2018 the Company entered into a financing commitment agreement with Global Capital Partners Fund Limited (the “Lender”)
for a two-year $5,000,000 financing (the “Loan”) secured by a first mortgage lien on our Cielo Mar property in Baja
California, Mexico. The financing commitment is subject to execution of definitive agreements and fulfillment of the closing conditions
in such agreements. The Lender’s fee is 3%, or $150,000, of which we have paid $30,000, the balance being due at closing.
The
initial Loan term is one year, with the option of the Company at the end of the first year to extend the term of the Loan for
an additional year. The interest rate on the Loan is up to 13% per annum in the first year term and increases to up to 14% for
the second year. The initial prepayment penalty is 5%; decreasing to none following 12 months of timely payments. The commitment
provides that closing shall take place prior to July 15, 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 5, 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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