Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - USA Synthetic Fuel Corp | ex99_1.htm |
| EX-10.1 - RESERVE EQUITY FINANCING AGREEMENT - USA Synthetic Fuel Corp | ex10_1.htm |
| EX-10.2 - REGISTRATION RIGHTS AGREEMENT - USA Synthetic Fuel Corp | ex10_2.htm |
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): May 16, 2011
USA SYNTHETIC FUEL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-54044
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13-3995258
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation or Organization)
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Identification Number)
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312 Walnut Street, Suite 1600, Cincinnati, Ohio 45202
(Address of principal executive office)
Registrant's telephone number, including area code: (513) 762-7870
| 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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o 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
On May 16, 2011 USA Synthetic Fuel Corporation (the "Company") entered into a Reserve Equity Financing Agreement and a Registration Rights Agreement with AGS Capital Group, LLC (the "Investor") to purchase up to $50 million of the company's common stock. The company plans to file a registration statement to register the AGS Capital shares and other equity capital requirements. This Investor commitment provides the company with the flexibility to obtain capital in increments of up to $2,000,000 as growth capital is needed. The facility sets the purchase price at 90% of the Market Price as defined in the Reserve Equity Financing Agreement attached hereto. The Company expects to fully utilize the $50,000,000 Commitment Amount over the agreement’s thirty-six month term in order to accelerate project milestones and fund corporate growth. Both the Reserve Equity Financing Agreement and the Registration Rights Agreement are attached as exhibits to this Current Report and incorporated herein by reference.
Item 8.01 Other Events
On May 19, 2011, the Company issued a press release regarding the investment agreement and registration rights agreement entered into between the Company and AGS Capital Group LLC. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 10.1
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Reserve Equity Financing Agreement between AGS Capital Group, LLC and USA Synthetic Fuel Corporation, May 16, 2011
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Exhibit 10.2
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Registration Rights Agreement between AGS Capital Group, LLC and USA Synthetic Fuel Corporation, May 16, 2011
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Exhibit 99.1
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Press Release dated May 19, 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
Dated: May 25, 2011
USA SYNTHETIC FUEL CORPORATION
By: /s/ Dr. Steven C. Vick
Steven C. Vick
President & CEO