Current Report Filing (8-k)
December 12 2018 - 04:56PM
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): December 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
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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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ITEM
1.01. Entry Material Definitive Agreement.
On
December 31, 2017, the Company issued to American Residential Fastigheter AB, a Swedish corporation (“AMREFA”), its
7% Promissory Note in the principal amount of $1,427,262.10 (the “Note”), in redemption of all outstanding shares
of the Company’s Series B Convertible Preferred Stock held by AMREFA.
We
have entered into a Note Modification Agreement, dated as of December 5, 2018 (the “Agreement”), with AMREFA, providing
that Progreen and AMREFA have agreed to proceed with cancellation of the Series B Convertible Preferred Stock held by AMREFA to
complete the redemption of said Stock; for waiver by AMREFA of any past defaults under the Note; that the entire principal amount
of the Note shall be due and payable on the June 30, 2019 Maturity Date; and finally that Progreen shall provide for payment to
AMREFA of all amounts due under the Note, as amended by the Agreement, from the proceeds of the Borrower’s bridge financing
currently in progress.
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:
December 12, 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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