Attached files
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| EX-4.5 - NUGEN HOLDINGS, INC. | v219016_ex4-5.htm |
| EX-4.4 - NUGEN HOLDINGS, INC. | v219016_ex4-4.htm |
| EX-10.32 - NUGEN HOLDINGS, INC. | v219016_ex10-32.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): April 12, 2011
NUGEN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-52865
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26-1946130
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(Commission File Number)
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(IRS Employer Identification No.)
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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):
¨ Writteno 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 April 12, 2011 and April 13, 2011, NuGen Holdings, Inc., a Delaware corporation (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with three 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 516,667 Series B convertible preferred shares, par value $0.001 per share (“Series B Preferred Stock”), at a purchase price of $0.18 per share, for aggregate gross proceeds of $50,000 and $43,000, respectively. The Series B Preferred Stock was 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.
Each investor also received two-year warrants to purchase common stock, par value $0.001 per share, of the Company equal to 20% of the number of shares of Series B Preferred Stock purchased at a purchase price of $0.18 per share.
The Company filed a Certificate of Designations, Preference and Rights of Series B Convertible Preferred Stock (“Certificate of Designation) in Delaware. The Certificate of Designation provides for the conversion of the Series B Preferred Stock to common stock of the Company on a one to one ratio. Cumulative dividends will accrue at the rate of $0.0054 per annum to be paid annually in shares of Series B Preferred Stock with the first payment due on July 1, 2012. The Series B Preferred Stock has a liquidation preference over capital stock of the Company ranking junior to the Series B Preferred Stock. The Series B Preferred Stock will be junior and subordinate to the Series A preferred stock, if and when an option to purchase such Series A preferred stock is exercised and Series A preferred stock is issued by the Company. The Series B Preferred Stock holders have voting rights equal to the number of shares of common stock into which such Series B Preferred Stock are convertible. The Series B Preferred Stock will vote together as a single class on all matters. The initial conversion price of $0.18 is subject to adjustment in the event of dividends, distributions, stock splits, or other occurrences, as set forth and in accordance with the formula in the Certificate of Designation. Any Series B Preferred Stock outstanding on December 31, 2012 is mandatorily convertible into common stock. The Series B Preferred Stock holders also have registration rights with respect to the shares of common stock into which such Series B Preferred Stock are convertible.
For all the terms and conditions of the Subscription Agreement, Warrant and Certificate of Designation reference is hereby made to such documents annexed hereto as Exhibit 10.32, Exhibit 4.4 and Exhibit 4.5, 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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4.4
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Form of Warrant and schedule
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4.5
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Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock
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10.32
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Form of Regulation D Subscription Agreement for Series B Convertible Preferred Stock and schedule
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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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April 18, 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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