Attached files
| file | filename |
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| EX-10.2 - EXHIBIT 10.2 - PepperBall Technologies, Inc. | ex10x2.htm |
| EX-10.1 - EXHIBIT 10.1 - PepperBall Technologies, Inc. | ex10x1.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): March
23 2010
PepperBall
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Colorado
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001-32566
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20-1978398
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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6142
Nancy Ridge Drive, Suite 101
San
Diego, CA 92121
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (858) 638-0236
None
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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 Entry into a Material Definitive Agreement
Securities
Purchase Agreement and Convertible Promissory Notes
On March
23, 2010, PepperBall Technologies, Inc., a Colorado corporation (the “Company”)
entered into a Securities Purchase Agreement (the “Securities Purchase
Agreement”) with investors for the private placement of Convertible Promissory
Notes (the “Notes”) having a principal amount of $255,000. Subject to
the conversion provisions set forth in the Notes, the outstanding principal
amount under the Notes is due and payable on December 31, 2010 (the “Maturity
Date”). The Notes bear simple interest at the rate of 10% per annum,
and interest shall be paid quarterly in arrears beginning with the quarter ended
March 31, 2010, with such interest to be paid by the tenth day of the month
following quarter end. As security for the Company’s obligations, the
Company granted the purchasers of the Notes a security interest in all of the
Company’s personal property located in the State of California (the “Security
Interest”); provided that the Notes and the Security Interest are subordinated
to the obligations of the Company to James Simpson Foundation and J.A. and G.L.
Simpson Trust. Further, the purchasers of the Notes agreed that the
Notes will be subordinate to any accounts receivable and/or inventory line of
credit obtained by the Company in the future. The Notes were issued
on March 23, 2010 and may be prepaid at any time upon thirty days’
notice.
At the
sole discretion of the holder, the outstanding principal amount of the Notes and
any accrued but unpaid interest thereon may be converted into shares of the
Company’s Common Stock or non-voting Series C Preferred Stock at a conversion
price of $0.10 per share, provided that conversion requests must be made in
minimum amounts of the greater of $50,000 or the remaining balance of a holder’s
Note.
The
Company plans to use the proceeds of the Notes to make payments on the amounts
outstanding under Loan Agreements with James Simpson Foundation and J.A. and
G.L. Simpson Trust, to fund sales and marketing and inventory expenses, and for
other working capital purposes.
The Notes
and the securities issuable upon conversion of the Notes have not been and will
not be registered under the Securities Act in reliance upon an exemption from
registration provided by Section 4(2) of the Securities Act and/or Regulation D
promulgated thereunder. Such securities may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.
Richard A
Collato, a member of the Board, was paid a fee of $10,800 for his efforts in
connection with the sale of the Notes.
The
description of the transaction set forth above is qualified in its entirety by
reference to the Securities Purchase Agreement and Convertible Promissory Note,
forms of which are filed with this current report as Exhibits 10.1 and 10.2,
respectively.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above under
Item 1.01, Entry into a
Material Definitive Agreement, is hereby incorporated by reference into
this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities
The information set forth above under
Item 1.01, Entry into a
Material Definitive Agreement, is hereby incorporated by reference into
this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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PepperBall
Technologies, Inc.
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Date:
March 23, 2010
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/s/
Jeffrey G. McGonegal
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Jeffrey
G. McGonegal
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Chief
Financial Officer
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