Attached files
| file | filename |
|---|---|
| EX-10.2 - SECURED CONVERTIBLE DEBENTURE - TAURIGA SCIENCES, INC. | exhibi10-2.htm |
| EX-10.3 - SECURITY AGREEMENT - TAURIGA SCIENCES, INC. | exhibit10-3.htm |
| EX-10.4 - JOINDER TO SECURITY AGREEMENT - TAURIGA SCIENCES, INC. | exhibit10-4.htm |
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - TAURIGA SCIENCES, INC. | exhibit10-1.htm |
| EX-10.5 - ESCROW AGREEMENT - TAURIGA SCIENCES, INC. | exhibit10-5.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): February 17, 2010 (January 26,
2010)
NOVO
ENERGIES CORP.
(Exact
name of registrant as specified in its charter)
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Florida
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333-63432
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65-1102237
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
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Europa Place
d'Armes, 750 Côte de Place d'Armes
Suite
64, Montréal Qc H2Y 2X8
Canada
(Address
of principal executive offices including zip code)
Registrant’s
telephone number, including area code: (514) 840-3697
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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¨
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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 into a Material Definitive Agreement
On
January 26, 2010, we entered into a Securities Purchase Agreement that closed on
February 1, 2010, pursuant to which we issued a secured convertible debenture
(the “Debenture”) with a one-year term. The principal amount of
the Debenture is $500,000 and carries a per annum interest rate of
10%. The net proceeds of the offering will be used to fund the continuing
research and development of our technological process to convert waste
tires and plastic to liquified fuels with the remainder for general
corporate purposes. An
additional 10% premium is to be paid to the holder on the maturity
date. Starting on April 21, 2010, the Debenture holder may convert
all or, on one or more occasions, part of the Debenture into shares of our
common stock at the lower of approximately $0.27 or a fifteen percent
discount to the lowest daily closing volume-weighted average price of the common
stock during the five trading days prior to a conversion. The holder
may not convert more than $50,000 of the principal amount plus accrued interest
per week unless our shares of common stock are trading above $0.2465 per
share. We may waive this restriction at any time.
In
connection with the Debenture, we issued 6,085,193 shares of our common stock to
the holder of the Debenture. If the volume-weighted average price of
our common stock as quoted on the Overt-the-Counter Bulletin Board falls below
$0.2465, we have agreed to issue additional shares of our common stock to the
Debenture holder so that the total number of shares issued will equal $1,500,000
divided by that volume-weighted average price which is below
$0.2465. We have the right to repurchase all such shares of
common stock described above for $1,000,000.
To secure
the Debenture, we and our subsidiary, WTL Renewable Energies Inc., entered into
Security Agreements with the Debenture holder pursuant to which we granted them
an unsubordinated lien in our assets and the right to use such assets as
payment of the Debenture in the event of a default.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information provided in Item 1.01 of this Form 8-K is incorporated by
reference in this Item 2.03.
Item
3.02 Unregistered Sale of Equity Securities
On
February 1, 2010, we issued a $500,000 debenture that is convertible into
up to a minimum of 1,851,851 shares of our common stock. As
consideration for the debenture, we issued 6,085,193 shares of our common stock,
an amount that may be increased if the volume weighted average of our common
stock falls below $0.2465. The debenture and the common stock were
issued pursuant to the exemption from the registration requirements of the
Securities Act of 1933 provided by Regulation D and/or Section 4(2) of the
Securities Act.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Securities Purchase
Agreement
10.2 Secured Convertible
Debenture
10.3 Security
Agreement
10.4 Joinder to Security
Agreement
10.5 Escrow
Agreement
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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NOVO
ENERGIES CORP.
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(Registrant)
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Dated:
February 17, 2010
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By:
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/S/ ANTONIO
TREMINIO
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Antonio
Treminio
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Chief
Executive Officer
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