Current Report Filing (8-k)
July 20 2018 - 9:50AM
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): July 19, 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
of Incorporation)
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(Commission
File
Number)
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(
I.R.S. Employer
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., a Delaware corporation (the “Company”) has received inquiries regarding the status of the Company’s
bridge financing plan from its investors and it wishes to address these inquiries, and therefore makes the following disclosures
pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934, generally referred to as Regulation FD Disclosure.
Announcements
related to the planned conventional debt financing are as follows:
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From
the Company’s Twitter account @ProGreenUS on June 5, 2018: “ProGreen has entered into a financing commitment agreement
for a two-year $5M financing. FORM 8-K filed https://backend.otcmarkets.com/otcapi/company/sec-filings/12796881/content/html”
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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 BELOW.
Item
7.01.
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Regulation
FD Disclosure.
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Financing
Commitment for Cielo 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 commitment provided that closing shall take place prior to July 15, 2018.
On
July 19, our Lender for the $5M bridge loan has extended their original commitment agreement to allow additional time for the
lender-ordered MAI appraisal to be completed and delivered, specifically, as well as any other outstanding items currently in-progress
to be completed. We are working with companies that have provided us financing to avoid or minimize any note conversions until
we have secured the bridge loan, at which time, as the first priority, we plan to pay off the balance of any notes with partial
conversions, as well as all other notes that are due.
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:
July 20, 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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