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):
October 2, 2015
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 4.01 |
Changes in Registrant’s Certifying Accountant. |
On October 2, 2015, Confederate Motors, Inc.,
a Delaware corporation (the “Company”), engaged Heaton & Company, PLLC (“Heaton”) as
the Company's principal accountant for the Company's fiscal year ending December 31, 2015 and the interim periods for 2015. The
decision to change principal accountants was approved by the Company's Board of Directors.
During the Company's two most recent fiscal
years or subsequent interim period, the Company has not consulted with the entity of Heaton regarding the application of accounting
principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, nor did the entity of Heaton provide advice to the Company, either written or oral, that was an
important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.
Further, during the Company's two most recent
fiscal years or subsequent interim period, the Company has not consulted the entity of Heaton on any matter that was the subject
of a disagreement or a reportable event.
Item 7.01 |
Regulation FD Disclosure. |
On October 5, 2015, Confederate Motors, Inc.
(the “Company”) issued a press release entitled “Confederate Motors, Inc. Announces $1 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 October 5, 2015* |
*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: October 2, 2015 |
By |
/s/ H. Matthew Chambers |
|
|
H. Matthew Chambers, CEO |
3
Exhibit 99.1
FOR
IMMEDIATE RELEASE
Confederate
Motors, Inc. Announces $1 Million 506(c) Private Placement Offering
Birmingham,
Alabama. (October 5, 2015) - Confederate Motors, Inc., a Delaware corporation (the “Company”) (OTCBB:CFED),
makers of exotic American motorcycles, announced today that it has initiated a $1,000,000 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 intends to use the proceeds from the Offering to increase production to at least two motorcycles per
week.
As
part of the Offering, the Company will issue up to 5,000,000 shares of the Company’s Common Stock at $0.20 USD per share
for gross proceeds of $1,000,000 USD.
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/
In
other news, shares of the Company’s Common Stock have recently been accepted for deposit through the Depository Trust Company
(DTC), the largest securities depository in the world. This means the Company’s shares are available for public purchase
electronically through brokers or online stock trading platforms.
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.
Contact:
Investment
inquires may be made either by calling the corporate office at 205-324-9888 or email invest@confederate.com.
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