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):
November 25, 2014
Confederate Motors, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
000-52500 |
|
26-4182621 |
(State or Other Jurisdiction
of Incorporation) |
|
Commission File Number |
|
(IRS Employer
Identification No.) |
3029 2nd Avenue South, Birmingham, Alabama |
|
35233 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (205) 324-9888
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:
☐ Written communications pursuant to Rule 425 under the
Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 7.01 Regulation FD Disclosure.
On November 25, 2014, Confederate Motors, Inc.
(the “Company”) issued a press release entitled “Confederate Motors, Inc. Announces $5 Million 506(c)
Private Placement Offering.” A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2
of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release dated November 25, 2014* |
*Furnished to, not filed with, the SEC pursuant
to Item 7.01 above.
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.
|
Confederate Motors, Inc. |
|
|
|
Date: November 25, 2014 |
By |
/s/ H. Matthew Chambers |
|
|
H. Matthew Chambers, CEO |
3
Exhibit 99.1
|
Media Contact:
Clay Morrison
Aero Branding, LLC
clay[at]aerobranding.com |
FOR IMMEDIATE RELEASE
Confederate Motors, Inc.
Announces $5 Million 506(c) Private Placement Offering
Birmingham, Alabama. (November 26, 2014)
- Confederate Motors, Inc. (OTCBB:CFED), makers of exotic American motorcycles, announced today that it has initiated a $5
million USD private placement offering solely to accredited investors (the “Offering) under Rule 506(c) of Regulation D
promulgated by the SEC under the Securities Act. The Company will use the proceeds from the Offering for general corporate purposes
including the costs associated with manufacturing and selling its line of premium motorcycles, including inventory, working capital,
design and marketing. H. Matthew Chambers, Confederate Motors, Inc.’s Chairman and Chief Executive Officer stated, “For
twenty-three years, our company has defined American exceptionalism by designing and crafting the world’s most iconic and
substantive motorcycles. We are excited to offer investors this unprecedented opportunity to purchase up to 8,000,000 shares of
our common stock and become a stakeholder in our company.”
As part of the Offering, Confederate Motors,
Inc. will issue up to 8,000,000 units in four unit classes. Each A
unit (the “A Unit”) costs $25,000 per A Unit. Each B unit (the “B Unit”) costs $50,000 per B Unit. Each
C unit (the “C Unit”) costs $75,000 per C Unit. Each D unit (the “D Unit”) costs $100,000 per D Unit. Each
unit consists of 100,000 shares of the Company’s common stock. A Unit shares are priced at $0.25 per share. B Unit shares
are priced at $0.50 per share. C Unit shares are priced at $0.75 per share. D Unit shares are priced at $1.00 per share.
The securities offered in the Offering will
not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. Additional details of the offering, including the Private Offering Memorandum,
Management Discussion and Financial Forecasts are available for viewing by SEC-accredited investors at: http://confederate.com/investor-relations/
About Confederate Motors, Inc.
For the past 23 years, Confederate Motorcycles
has designed and crafted America’s most iconic and substantive motorcycles including the Hellcat, Fighter and Wraith series.
For more information, visit http://confederate.com
Forward-Looking Statements
This release, like many written and oral communications
presented by Confederate Motors, Inc., and our authorized officers, may contain certain forward-looking statements regarding our
prospective performance and strategies. We intend such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement
for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future
plans, strategies, and expectations of the Company, are generally identified by use of words "anticipate," "believe,"
"estimate," "expect," "intend," "plan," "project," "seek," "strive,"
"try," or future or conditional verbs such as "could," "may," "should," "will,"
"would," or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently
uncertain. Accordingly, actual results may differ materially from anticipated results. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable
law or regulation, Confederate Motors, Inc. undertakes no obligation to update these forward-looking statements to reflect events
or circumstances that occur after the date on which such statements were made.
Media Contact:
Clay Morrison
Aero Branding, LLC
clay[at]aerobranding.com
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