Attached files
| file | filename |
|---|---|
| EX-10.2 - HNO International, Inc. | v193247_ex10-2.htm |
| EX-10.1 - HNO International, Inc. | v193247_ex10-1.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): August 5, 2010
Clenergen
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-130286 | 20-2781289 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 5379 Lyons Road, Suite 301 | ||
| Coconut Creek, Florida | 33073 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: 954-509-9830
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:
|
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))
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Introductory
Comment - Use of Terminology
Throughout
this Current Report on Form 8-K, the terms the “Company,” “we,” “us” and “our”
refers to the registrant, Clenergen Corporation, and its wholly-owned
subsidiaries, including Clenergen India Private Limited (“Clenergen India”), on
a consolidated basis.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
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Item
3.02
|
Unregistered
Sales of Equity Securities.
|
Effective
August 5, 2010, we obtained a loan in the amount of $607,461 from Rootchange
Limited (“Rootchange”). Rootchange is a corporation organized under
the laws of Great Britain. Rootchange is owned by two of our
directors and officers, Mark L.M. Quinn, the executive chairman of our board of
directors, and Jessica Hatfield, our executive vice president. The
loan is evidenced by two promissory notes, each in the principal amount equal to
one-half of the loan amount, $303,730.50. The maturity date of each
of the promissory notes is November 1, 2011, with acceleration of such maturity
date limited to non-payment and bankruptcy events. The promissory
notes each provide for interest at the below-market rate of 1.00% per annum
(20.00% following an acceleration event), payable semi-annually, commencing on
February 1, 2011. The principal amount (but not accrued and unpaid
interest) is convertible into our common stock at the rate of one share for each
$0.50 of principal converted. The closing market price of our common
stock on the date we received the loan proceeds was $0.50 per
share.
We intend
to use the proceeds of the loan to fund our business and development plan,
including our planned acquisition, development, expansion and construction of
biomass power plants and biomass feedstock plantations, as well as to fund the
start-up costs operations of these plants until, if ever, the plants generate
sufficient cash flow from their operations to fund the plants' ongoing costs and
expenses. We intend to seek additional capital to further fund our
business and development plan.
We
believe that any issuance to Rootchange of the 607,461 shares of our common
stock issuable upon conversion of the principal amount of the convertible
promissory note we delivered to Rootchange upon Rootchange’s funding of its loan
to us is exempt from the registration requirements of the Securities Act by
reason of the exemption from registration available under Section 4(2) of the
Securities Act due to the fact that the issuance of such shares was conducted in
a transaction not involving any public offering.
2
|
Item
9.01
|
Financial
Statements and Exhibits.
|
The
following exhibits are being filed as part of this Current Report on Form
8-K.
Exhibit
|
Number
|
Exhibit
Description
|
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10.1
|
1%
Promissory Note of Clenergen Corporation, dated August 5, 2010, in the
principal amount of $303,730.50 and payable to Rootchange
Limited.
|
|
10.2
|
1%
Convertible Promissory Note of Clenergen Corporation, dated August 5,
2010, in the principal amount of $303,730.50 and payable to Rootchange
Limited.
|
3
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.
| Dated: August 10, 2010 | Clenergen Corporation | ||
|
|
By:
|
/s/ Tim
J.E. Bowen
|
|
| Tim J.E. Bowen | |||
| Chief Executive Officer | |||
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