Attached files
| file | filename |
|---|---|
| EX-10.26 - NUGEN HOLDINGS, INC. | v207372_ex10-26.htm |
| EX-10.27 - NUGEN HOLDINGS, INC. | v207372_ex10-27.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): September 29, 2010
NUGEN HOLDINGS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
000-52865
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26-1946130
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
44645 Guilford Drive, Suite
201, Ashburn, Virginia 20147
(Address
of Principal Executive Offices, Zip Code)
(703)
858-0036
(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):
¨
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)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
1- Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
September 29, 2010 and December 5, 2010, NuGen Holdings, Inc., a Delaware
corporation (the “Company”), entered into subscription agreements (the
“Subscription Agreements”) with three foreign investors (each of which are
“accredited investors” as that term is defined in Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”)) pursuant to which,
among other things, the Company issued an aggregate of 5,500,000 shares and
412,500 shares (the “Shares”) of its common stock, par value $0.001 per share
(“Common Stock”), at a purchase price of $0.16 per share, for aggregate gross
proceeds of $880,000 and $66,000, respectively. Such issuances were made in
reliance on an exemption from registration under Regulation S promulgated under
the Securities Act. Pursuant to the Subscription Agreements each investor
executed and delivered to the Company (i) an irrevocable proxy appointing Eric
Takamura, the Company’s Chief Executive Officer, as his proxy to vote his
Shares, and (ii) a lock-up agreement pursuant to which each investor agreed not
to transfer, dispose of or encumber any of the Company’s securities for a
nine-month period.
On
October 22, 2010, the Company entered into subscription agreements with two
accredited investors pursuant to which the Company issued 3% convertible
promissory notes (the “Notes”) in the aggregate principal amount of $70,000. The
Notes were offered and sold in reliance on the exemption from registration
afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the
Securities Act of 1933, as amended.
The Notes
have a one-year term and are convertible by the Company into Common Stock at a
price of $0.18 per share, subject to adjustment in certain circumstances,
including fundamental transactions. The Company may prepay all or a portion of
the outstanding principal and interest under the Notes upon 3 business days’
notice and may repay any accrued interest in cash or additional shares of Common
Stock. The amount due under the Notes will become immediately due and payable if
the Company fails to pay unpaid principal on the maturity date which failure
continues for 10 days, any representation or warranty made by the Company is
false, incorrect, incomplete or misleading, or the Company dissolves,
liquidates, ceases operations, is unable to pay its debts when due, a receiver
or trustee is appointed or bankruptcy proceeding are instituted.
For all
the terms and conditions of the Subscription Agreements and Notes, reference is
hereby made to such documents annexed hereto as Exhibits 10.26 and 10.27
respectively. All statements made herein concerning the foregoing documents are
qualified by reference to said Exhibits.
Section
2 – Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Section
3 – Securities and Trading Markets
Item
3.02. Unregistered Sales of Equity Securities.
The
information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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10.26
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Form
of Regulation S Subscription Agreement
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10.27
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Form
of Subscription Agreement and Convertible
Note
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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 hereunto
duly authorized.
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NuGen
Holdings, Inc.
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January
6, 2011
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/s/ Eric Takamura
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Name:
Eric Takamura
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Title: Chairman,
Chief Executive Officer and President
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