Attached files
| file | filename |
|---|---|
| EX-10.1 - INVESTMENT AGREEMENT - Li3 Energy, Inc. | v204386_ex10-1.htm |
| EX-10.2 - REGISTRATION RIGHTS AGREEMENT - Li3 Energy, Inc. | v204386_ex10-2.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): December 2,
2010
Li3
Energy, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-127703
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20-3061907
|
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(State
or Other Jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
Incorporation)
|
Number)
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Identification
Number)
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Av.
Pardo y Aliaga 699
Oficina
802
San
Isidro, Lima, Peru
(Address
of principal executive offices, including zip code)
(51)
1-212-1880
(Registrant’s
telephone number, including area code)
Copy
to:
Adam S.
Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New York,
NY 10022
Phone: (212)
400-6900
Not
applicable
(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 (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
We have
entered into an Investment Agreement (the “Investment Agreement”) with Centurion
Private Equity, LLC (the “Investor”), dated as of December 2, 2010, pursuant to
which, subject to certain conditions, we may sell newly issued shares of our
common stock (the “Put Shares”) to the Investor from time to time during the
commitment period (each such sale, a “Put”) subject to certain dollar and share
volume limitations for each Put. Provided that the relevant
conditions are met, we may make Puts under the Investment Agreement from time to
time until 24 months from the date the Registration Statement (as defined below)
is declared effective or until all Puts under the Investment Agreement have
reached an aggregate gross sales price of $10 million, if sooner.
Pursuant
to the Investment Agreement, we issued to the Investor 1,551,253 shares of our common stock (the “Commitment Shares”) and we had previously issued to an
affiliate of the Investor an additional 87,096 shares of our common stock (the
“Fee Shares”). The Investment Agreement provides that, prior
to making any Put, among other things, we must have a registration statement
declared effective with respect to the resale of the Commitment Shares, Fee
Shares and Put Shares (the “Registration Statement”).
The
Investment Agreement prohibits our issuance of Variable Equity Securities (as
defined therein), which are generally future-priced securities or securities
with price reset provisions, during the period after the date of the Investment
Agreement and prior to 30 days after the Termination Date (as defined
therein). The Investment Agreement further provides that, subject to
certain exceptions, the Investor shall have a right of first refusal with
respect to any private capital raising transactions involving our equity
securities that closes between the date of the Investment Agreement and 60 days
after the Termination Date.
We have
granted registration rights to the Investor pursuant to a Registration Rights
Agreement, dated as of December 2, 2010. Thereunder, we are required
to file a Registration Statement by January 31, 2011 (the “Registration Filing
Date”) and use our best efforts to cause such Registration Statement to be
declared effective by April 1, 2011 (or May 1, 2011, if the Registration
Statement is reviewed by the Securities and Exchange Commission (the “SEC”)). We
are further required to keep the registration statement effective until all of
the shares covered thereby have either been sold or may immediately be sold to
the public without registration or restriction (including pursuant to Rule 144
under the Securities Act of 1933, as amended). In the event that the
SEC limits the number of shares that may be sold pursuant to the Registration
Statement, we may remove from the registration statement such number of shares
as specified by the SEC, and we may file subsequent registration statements
covering the resale of additional shares of such common stock. As
described above, the effectiveness of the Registration Statement with respect to
the relevant Put Shares is a condition precedent to our ability to exercise any
Put under the Investment Agreement.
The
foregoing summary of the Investment Agreement and the Registration Rights
Agreement is not complete, and is qualified in its entirety by reference to the
full text of those agreements, each of which is attached as an exhibit to this
Report. Readers should review those agreements for a complete
understanding of the terms and conditions associated with this financing. However,
such agreements (including, without limitation, our representations and
warranties contained therein) are not intended to provide the reader with
factual information about us. Rather, you should look to disclosures contained
in our reports filed with the SEC under the Securities Exchange Act of 1934, as
amended, for such information.
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There can
be no assurance that the conditions to our exercise of any Put (including,
without limitation, the effectiveness of the Registration Statement) will be
satisfied at any time or times that we might desire to make a Put, or at
all. Furthermore, we may or may not elect to exercise a Put if an
when we are permitted to do so. Accordingly, we may not ultimately
obtain the liquidity we seek through the Investment Agreement.
Item
3.02 Unregistered Sales of Equity
Securities.
On
December 2, 2010, we issued 1,551,253 Commitment Shares to the Investor pursuant
to the Investment Agreement. On August 27, 2010, we had issued the
87,096 Fee Shares to the Investor’s affiliate in connection with the Investment
Agreement. The Fee Shares and Commitment Shares were issued as
consideration for, and as an inducement to, the Investor entering into the
Investment Agreement. The description of the Investment Agreement and
related transactions set forth in Item 1.01 above is incorporated herein by
reference.
Our
issuance of the Commitment Shares and Fee Shares were, and , and our offering
and sale of any Put Shares pursuant to the Investment Agreement will be, exempt
from the registration requirements of the Securities Act of 1933 by virtue of
Section 4(2) thereof and Regulation D promulgated thereunder, as transactions by
an issuer not involving a public offering. The recipient of the Fee
Shares and the Investor represented their intention to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to the certificates
issued in such transactions. All such persons represented and
warranted, among other things, that they were accredited investors within the
meaning of Regulation D, that they had the knowledge and experience in financial
and business matters necessary to evaluate the merits and risks of an investment
in our common stock and had the ability to bear the economic risks of the
investment, and that they had adequate access to information about
us.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
The
following Exhibits are filed as part of this Report
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In
reviewing the agreements included (or incorporated by reference) as exhibits to
this Form 8-K, please remember that they are included to provide you with
information regarding their terms and are not intended to provide any other
factual or disclosure information about us or the other parties to the
agreements. The agreements may contain representations and warranties
by each of the parties to the applicable agreement. These
representations and warranties have been made solely for the benefit of the
parties to the applicable agreement and:
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·
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should
not be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be
inaccurate;
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·
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have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
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·
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may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
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·
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were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
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Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about us may be found in our public filings, which are available
without charge through the SEC’s website at http://www.sec.gov.
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Exhibit
Number
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Description
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10.1
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Investment
Agreement, dated as of December 2, 2010, between Li3 Energy, Inc. and
Centurion Private Equity, LLC
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10.2
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Registration
Rights Agreement, dated as of December 2, 2010, between Li3 Energy, Inc.
and Centurion Private Equity,
LLC
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4
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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Li3
Energy, Inc.
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Dated: December
8, 2010
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By:
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/s/ Luis
Saenz
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Name: Luis
Saenz
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Title: Chief
Executive Officer
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