Attached files
| file | filename |
|---|---|
| EX-10.1 - KL Energy Corp | v197695_ex10-1.htm |
| EX-10.2 - KL Energy Corp | v197695_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 5,
2010
KL Energy
Corporation
(Exact
name of Registrant as specified in its charter)
|
Nevada
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333-145183
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39-2052941
|
|
(State
or other
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(Commission
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(I.R.S.
Employer
|
|
Jurisdiction
|
File
Number)
|
Identification
No.)
|
|
of
incorporation)
|
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306 E. St. Joseph Street, Suite 200, Rapid City,
SD
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57701
|
|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: (605)
718-0372
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
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 CFR240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR240.13e-4(c))
|
Item 1.01. Entry into a
Material Definitive Agreement.
Termination
Agreement
On
September 24, 2010, KL Energy Corporation (the “Company”) entered into a
Termination Agreement (the “Termination Agreement”) with Greenext Energy Europe
S.A, a foreign corporation organized under the laws of Luxembourg
(“Greenext”). The Termination Agreement provides for the termination
of that certain sublicense previously granted to Greenext, and all rights and
licenses thereunder (the “Sublicense”), with respect to the technology subject
to that certain Technology License Agreement dated March 6, 2008 (the “License”)
by and between KL Process Design Group, LLC (the Company’s predecessor company)
and O2Diesel Europe, Plc. As consideration, the Company agreed to pay
Greenext a termination fee of €40,000. Greenext and its holding company, Pike
S.A., also agreed to be sold and Greenext agreed to change its name, the
occurrence of which will trigger an obligation by the Company to make a payment
of €5,000 the owner of the companies. The Termination Agreement is
attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
into this Item 1.01 by reference.
Master
Collaboration Agreement
On
September 1, 2010, the Company entered into a Master Collaboration Agreement
(the “Collaboration Agreement”) with add blue Consultoria Ltda., a foreign
company organized under the laws of Brazil (“Add Blue”). The
Collaboration Agreement amends and restates and supersedes all prior agreements
between the two parties are replaced. Pursuant to the Collaboration
Agreement, Add Blue expressly waived any and all rights throughout the world
that it may have in respect to any and all of the Company’s intellectual
property, whether obtained through the prior agreements or
otherwise. In addition, the Collaboration Agreement provides for the
cancellation and termination of an option previously granted by Add Blue to the
Company to purchase 20% of its equity. The Collaboration Agreement
also provides for payments by the Company to Add Blue, aggregating up to
$2,583,000, between September 2010 and August 2011, based on the achievements of
certain milestones in respect of customer payments to the Company.
The
Company also agreed to issue to Add Blue 1,500,000 shares of the Company’s
common stock by September 30, 2010, subject to the satisfaction of any and all
applicable securities laws and other regulations in respect of the stock
issuance. In addition, in the event that the required conditions for
the payment of funds by a customer have been satisfied, the Company agreed to
issue to Add Blue an additional 500,000 shares of the Company’s common
stock.
The
Company and Add Blue also agreed to form a Brazilian subsidiary (“Newco”) by
November 30, 2010, which Newco would be formed to commercialize certain of the
Company’s intellectual property. Newco shall be owned 60% by the
Company and 40% by Add Blue (the “Add Blue Equity Interest”). The
Company will have an option to acquire the Add Blue Equity Interest, exercisable
at its sole discretion, by issuing to Add Blue 1,000,000 shares of the Company’s
common stock.
The Collaboration Agreement will remain
in force for a period of 540 days, and upon the expiration of such term, it will
automatically renew for an additional period of 360 days, unless either party
gives no less than 30 days prior written notice of its intention to terminate
the agreement. The Collaboration Agreement is attached to this
Current Report on Form 8-K as Exhibit 10.2 and is incorporated into this Item
1.01 by reference.
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Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as exhibits to this Current Report on Form
8-K:
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Exhibit No
.
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Description
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10.1
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Termination
Agreement between KL Energy Corporation and Greenext Energy Europe S.A.,
dated September 24, 2010
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|
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10.2
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Master
Collaboration Agreement between KL Energy Corporation and add blue
Consultoria Ltda., dated September 1,
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 thereunto
duly authorized.
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KL
ENERGY CORPORATION
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||
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Date:
October 5, 2010
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By:
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/s/
Peter Gross
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Peter
Gross
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President
and Chief Executive Officer
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