Current Report Filing (8-k)
September 05 2018 - 5:06PM
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): September 5, 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):
[ ]
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))
BACKGROUND
ProGreen
US, Inc. (ProGreen) is providing the following background comments regarding disclosures in the Items included in this Current
Report.
Engagement
for Bridge Financing
This
conventional financing represents the first stage in the larger funding plan, as referenced in the filings, 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, although there is no assurance that we will be able to secure
this financing.
Please
refer to our previous filings, as well as the following related announcements for additional information on the planned conventional
debt financing:
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Form 8-K Current Report on September4, 2018: Item 1.02. Termination of Material Definitive Agreement We notified the Lender that we have terminated the financing commitment
https://www.sec.gov/Archives/edgar/data/1079297/000149315218012877/form8-k.htm
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Form
8-K Current Report on July 20, 2018: Item 7.01. Regulation FD Disclosure. Financing Commitment for Cielo Mar Property https://www.sec.gov/Archives/edgar/data/1079297/000149315218010254/form8-k.htm
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Form 8-K Current Report on June 5, 2018: Item 1.01. Entry into a Material Dfinitive Agreement. Financing Commitment Received for Cielo Mar Property
https://www.sec.gov/Archives/edgar/data/1079297/000149315218008204/form8-k.htm
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From the Company’s Twitter account @ProGreenUS on June 5, 2018: “ProGreen has enterd 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 AND THE REFERENCED EXHIBIT DOCUMENT BELOW.
Item
1.01.
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Entry
into a Material Definitive Agreement.
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Engagement
of CMN Funding for Bridge Financing
On
September 5, 2018 ProGreen engaged CMN Funding (the “Lender”) under the terms of their August 31, 2018 Letter of Interest
for a three-year $5,500,000 financing (the “Loan”) secured by a first mortgage lien on our Cielo Mar property in Baja
California, Mexico. The engagement does not constitute a commitment from either party to execute a definitive financing agreement.
The Company has paid the Lender’s $3,500 Acceptance Fee, of which $2,500 is fully refundable should the Lender be unable
or unwilling to deliver the anticipated funding within 60 days. Should this engagement result in a definitive financing agreement,
the Lender’s origination fee of 1.75% of all senior debt and 2.50% of any preferred equity is payable upon closing.
The
Loan term is specified as three years, and the interest rate on the Loan as between 9% and 11%.
Item
9.01 Financial Statements and 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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PROGREEN
US, INC.
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Dated:
September 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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