Attached files
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| EX-10.73 - AMENDED AND RESTATED OPERATING AGREEMENT OF COMBOTEXS, LLC - Omni Shrimp, Inc. | f8k4202010ex1073_natnano.htm |
| EX-10.72 - EQUITY PURCHASE AGREEMENT - Omni Shrimp, Inc. | f8k4202010ex1072_natnano.htm |
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):
April 20,
2010
NaturalNano,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-49901
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87-0646435
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(State
or other jurisdiction
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(Commission
File No.)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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15
Schoen Place
Pittsford,
New York 14534
(Address
of principal executive offices)
(585) 267-4850
(Registrant’s
telephone number, including area code)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
Pursuant
to the terms of the Equity Purchase Agreement, executed on April 20, 2010, by
and among the NaturalNano, Inc. (the “Company”), WorldWide Medical Solutions,
LLC, a New York limited liability company (“WMS”) and COMBOTEXS, LLC, a New York
limited liability company (“COMBOTEXS”), the Company issued to WMS 20,000,000
shares of common stock of the Company and 40,000,000 Warrants (the “Warrants”)
in consideration for a 51% equity interest in COMBOTEXS.
The
Warrants, each of which entitles WMS to purchase one share of the Company’s
common stock, have an exercise price of $0.05 per share for the first twenty
million Warrants; an exercise price of $0.08 for the next ten million Warrants,
and an exercise price of $0.10 per share for the final ten million Warrants. The
Warrants have a term of five (5) years from and after the date on which they
become exercisable and provide for cashless exercise.
The first
20,000,000 Warrants become exercisable on the first day of the first month after
the gross sales of COMBOTEXS from and after April 20, 2010 exceeds $1,000,000 in
the aggregate, net of taxes. The second 10,000,000 Warrants become
exercisable on the first day of the first month after the gross sales of
COMBOTEXS exceed $3,000,000 in the aggregate, net of taxes. The final
10,000,000 Warrants became exercisable on the first day of the first month after
the gross sales of COMBOTEXS exceed $4,000,000 in the aggregate, net of taxes.
Gross sales shall be as determined by COMBOTEXS’ internal accounting staff or
certified public accountants, and WMS shall have the right to conduct an audit
of such sales at any time, but not more than once in any calendar year. Such
audit shall be at WMS’s expense unless the gross sales as reported by COMBOTEXS
were below a threshold for the issuance of Warrants to WMS but the audit
determines that gross sales of COMBOTEXS actually exceeded the threshold in
question for the issuance of Warrants, in which case the audit will be at the
sole expense of the
Company. The Company and COMBOTEXS agree to cooperate in such audit
and provide sales and other records reasonably necessary for such audit to WMS
and its agents.
The
Company and WMS are the sole members of COMBOTEXS. Accordingly, they entered
into an Amended and Restated Operating Agreement of COMBOTEXS, LLC, dated April
20, 2010 (the “Operating Agreement”) setting forth their respective rights and
obligations with respect to COMBOTEXS. The provisions of the Operating Agreement
include but are not limited to the following:
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The
consent of both the Company and WMS is required for additional capital
contributions, additional managers, a substantial sale of assets; mergers;
voluntary bankruptcy; amendment of the Operating Agreement; transfer of
membership interests; the dissolution of the Company; expenditures in
excess of $5,000; and engaging in a transaction with any member or
affiliated party.
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The
managers of COMBOTEXS are James Wemett, the sole officer and director of
the Company, and Richard M. Popovic. The managers cannot be removed by the
members without the consent of the particular
manager.
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If
additional capital is required by COMBOTEXS and one member does not
contribute, the non-delinquent member may make the contribution and dilute
the other member’s interest. In addition, the delinquent
member is charged with interest at the rate of prime plus
3%.
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Distributions shall be made by
COMBOTEXS as determined by the managers, but shall be made on an annual
basis; such distributions will be made in accordance with the member’s
equity interest. For every sale of a checklist board made by
COMBOTEXS, there shall be a $60 distribution made to each member, which
shall be made no later than the tenth day of each
month.
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Members
are not permitted to dispose, pledge, sell or otherwise transfer their
membership interest in COMBOTEXS without the consent of the other Member.
Notwithstanding, the members can transfer their interest to their
respective affiliates, and after April 20, 2012 can transfer their
interest provided the other member is provided with a right of first
refusal.
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For all
the terms and provisions of the Equity Purchase Agreement and Operating
Agreement, reference is hereby made to such documents annexed hereto as Exhibits
10.72 and 10.73. All statements made herein concerning the foregoing
are qualified in their entirety by reference to said exhibits.
Item
3.02 Unregistered Sales of Equity Securities
The disclosure
set forth above under Item 1.01 (Entry Into a Material Definitive Agreement) is
hereby incorporated by reference into this Item 3.02.
The
shares of common stock of the Company and the Warrants issued to WMS described
in Item 1.01 above were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act. The Equity
Purchase Agreement executed in connection therewith contain representations to
support the Company's reasonable belief that WMS had access to information
concerning the operations and financial condition of the Company, is acquiring
the securities for its own account and not with a view to the distribution
thereof, and is an "accredited investor" as such term is defined in Rule 501 (a)
of Regulation D promulgated under the Securities Act. At the time of their
issuance, the securities described in Item 1.01 above will be deemed to be
restricted securities for purposes of the Securities Act and the certificates
representing the securities shall bear legends to that effect.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.72
Equity Purchase Agreement, executed made as of April 20, 2010, by and among the
NaturalNano, Inc., a Nevada corporation, WorldWide Medical Solutions, LLC, a New
York limited liability company and COMBOTEXS, LLC, a New York limited liability
company
10.73 Amended and Restated Operating
Agreement of COMBOTEXS, LLC, dated April 20, 2010, which amends and
restates in its entirety the Operating Agreement made effective October 28,
2009, executed by Innovation Group Enterprises, LLC, its sole member, and
further amended by an amendment dated March 31, 2010, executed by WorldWide
Medical Solutions, LLC, which acquired 100% of the ownership interest in and to
COMBOTEXS, LLC from the original Member thereof.
SIGNATURE
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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NaturalNano,
Inc.
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Date
April 22, 2010
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By:
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/s/James
Wemett
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James
Wemett
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Acting
Chief Executive Officer
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