Current Report Filing (8-k)
June 18 2020 - 2:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 16, 2020
BRAZIL MINERALS, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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000-55191
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39-2078861
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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 Number)
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Rua Vereador João Alves Praes nº 95-A
Olhos D’Água, MG 39398-000,
Brazil
(Address of principal executive offices, including
zip code)
(833) 661-7900
(Registrant’s telephone number,
including area code)
Not applicable
(Former address if changed since last report)
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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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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 ☐
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. ☐
Cautionary
NOTE Regarding Forward-Looking Statements
Our disclosure and analysis in this Current
Report on Form 8-K for Brazil Minerals, Inc. (the “Company”) contains some forward-looking statements. Statements that
are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" and similar expressions
are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, they are subject
to several risks and uncertainties.
Investors are cautioned that our forward-looking
statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations
expressed in the forward-looking statements.
As for the forward-looking statements that
relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates,
forecasts and projections and may be better or worse than projected. Given these uncertainties, you should not place any reliance
on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the
date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates
and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in
expectations or the occurrence of anticipated events.
You are advised to consult any additional disclosures
we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors. Other factors besides those discussed in this Current
Report could also adversely affect us.
Item 1.01. Entry into a Material Definitive Agreement
On June 16, 2020, the Company signed an agreement
(the “Agreement”) with GW Holdings Group, LLC (“GWHG”) which allows the Company to purchase back for extinguishment
all of the convertible debt notes issued to GWHG by the Company (the “GWHG Convertible Notes”).
Under the agreement, the Company has the option to purchase and cancel all of its obligations, including principal and accrued interest, under the repurchased GWHG Convertible Notes, in six monthly tranches during the period ending December 15, 2020. There is no penalty for prepayment of one or more tranches. The principal amount of the GWHG Convertible Notes subject to repurchase by the Company range in size from an initial tranche aggregating $86,375 in principal amount to a final tranche aggregating $141,000 in principal amount. For each tranche the total repurchase price to be paid by the Company to GWHG is 110% of the principal amount of the GWHG Convertible Notes which are repurchased, and all accrued interest and any late-payment penalties are canceled. To the extent that the GWHG Convertible Notes are repurchased by the Company and extinguished, no shares will be issuable from such notes.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BRAZIL MINERALS, INC.
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Dated: June 18, 2020
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By:
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/s/ Marc Fogassa
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Name: Marc Fogassa
Title: Chief Executive Officer
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