Attached files
| file | filename |
|---|---|
| EX-3.1 - HK EBUS Corp | v172718_ex3-1.htm |
| EX-99.1 - HK EBUS Corp | v172718_ex99-1.htm |
| EX-10.2 - HK EBUS Corp | v172718_ex10-2.htm |
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) October 14,
2009
VIPER
RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52782
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26-2113613
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2100
West Loop South, Suite 900, Houston, TX
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77027
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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: (832)
476-8941
Not
applicable.
(Former
name or 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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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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o
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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
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Entry
Into a Material Definitive
Agreement
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On
January 28, 2010, Viper Resources, Inc., a Nevada corporation (the “Company”),
entered into an Investment Agreement (“Investment Agreement”) with Dutchess
Opportunity Fund, II, LP (the “Investor”). Pursuant to the Investment
Agreement, the Investor committed to purchase up to $5,000,000 of the Company’s
common stock over thirty-six months (the “Equity Line”).
The
Company may draw on the facility from time to time, as and when it determines
appropriate in accordance with the terms and conditions of the Investment
Agreement. The purchase price shall be set at 94% of the highest
posted bid price of the Company’s common stock during the 5 consecutive trading
day period beginning on the trading day immediately following the date of
delivery of the applicable put notice. The amount that the Company is
entitled to Put in any one notice shall be equal to either 1) 200% of the
average daily volume of the common stock for the 3 trading days prior to the
applicable Put Notice Date, multiplied by the average of the 3 daily closing
prices immediately preceding the Put Date or 2) $100,000. The
Investor will not be obligated to purchase shares if the Investor’s total number
of shares beneficially held at that time would exceed 4.99% of the number of
shares of the Company’s common stock as determined in accordance with Rule 13d-1
of the Securities Exchange Act of 1934, as amended. In addition, the
Company is not permitted to draw on the facility unless there is an effective
registration statement (as further explained below) to cover the resale of the
shares.
Pursuant
to the terms of a Registration Rights Agreement dated January 28, 2010 between
the Company and the Investor, the Company is obligated to file a registration
statement with the SEC to register the resale by the Investor of 25,000,000
shares of the common stock underlying the Investment Agreement on or before 21
calendar days of the date of the Registration Rights Agreement. The
Company is obligated to use all commercially reasonable efforts to have the
registration statement declared effective by the SEC within 90 days after the
registration statement is filed.
The
foregoing description of each of the Investment Agreement and the Registration
Rights Agreement is qualified in its entirety by reference to the full text of
the Investment Agreement and the Registration Rights Agreement, respectively,
which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
This
report contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially
from those anticipated in the forward-looking statements for many reasons,
including the risks described in our Form 10-K and other reports we file with
the Securities and Exchange Commission. Although we believe the
expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the
statements are made. We do not intend to update any of the
forward-looking statements after the date of this document to conform these
statements to actual results or to changes in our expectations, except as
required by law. The Company undertakes no obligation to release
publicly the results of any revisions to any such forward-looking statements
that may be made to reflect events or circumstances after the date of this
report or to reflect the occurrence of unanticipated events, except as required
by applicable law or regulation.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 14, 2009, the Company filed a Certificate of Amendment to its
Articles of Incorporation to increase its shares of authorized common stock from
100,000,000 to 300,000,000 and to change its name to Viper Resources,
Inc.
A copy of
the Certificate of Change filed with the Nevada Secretary of State is attached
to this current report as Exhibit 3.1 and is included herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
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EXHIBIT
NUMBER
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DESCRIPTION
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3.1
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Certificate
of Amendment filed with the Nevada Secretary of State on October 14,
2009.
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10.1
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Investment
Agreement by and between Viper Resources, Inc. and Dutchess Opportunity
Fund, II, LP, dated January 28, 2010
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10.2
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Registration
Rights Agreement by and between Viper Resources, Inc. and Dutchess
Opportunity Fund, II, LP, dated January 28,
2010
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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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Viper
Resources, Inc.
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|||
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(Registrant)
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|||
| Date: |
February 3,
2010
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/s/
Massimiliano Pozzoni
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(Signature)
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|||
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Name:
Massimiliano Pozzoni
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Title: President,
Chief Executive and Accounting
Officer
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