Attached files
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| EX-99.3 - LETTER AGREEMENT DATED JUNE 29, 2011 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-3.txt |
| EX-99.2 - CONVERTIBLE PROMISSORY NOTE ISSUED FOR $540,000 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-2.txt |
| EX-99.5 - SECURED & COLLATERIALIZE PROMISSORY NOTE FOR $540,000 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-5.txt |
| EX-99.6 - PRESS RELEASE DATED JULY 6, 2011 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-6.txt |
| EX-99.4 - ADDITIONAL DEFAULT PROVISIONS DATED JUNE 29, 2011 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-4.txt |
| EX-99.1 - CONVERTIBLE PROMISSORY NOTE ISSUED FOR $1,850,000 - INTEGRATED ENERGY SOLUTIONS, INC. | amerilithium8k062911ex99-1.txt |
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: June 30, 2010
(Date of earliest event reported)
AMERILITHIUM CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-155059 61-1604254
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
297 Kingsbury Grade
Lake Tahoe, Nevada 89449-447
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (702) 583-7792
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))
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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 29, 2011, Amerilithium Corp. entered into Note Purchase
Agreements with JMJ Financial pursuant to which Amerilithium issued and
sold, and the JMJ Financial purchased a series of convertible
promissory notes of Amerilithium in the principal amount of $2,390,000.
The Notes are convertible into shares of Amerilithium's common stock
based on 80% of the lowest trade price in the 25 trading days previous
to the conversion. The Notes have a maturity of three years and each
bear an 8% one-time original issue discount interest charge, payable on
issuance.
The initial note has a principal amount of $1,850,000, with an
original discount of $150,000, bears interest at 8% and provides for
$1,700,000 of cash payments to be made to Amerilithium. The funds will
be paid according to the following schedule:
- $370,000 paid to Amerilithium within three business days of
execution and closing of the Note Purchase Agreement, and $60,000 paid
to counsel appointed by Amerilithium to draft the registration
statement described below.
- $70,000 paid to Amerilithium within ten business days of filing
of an S-1 registration statement, and that registration statement must
be filed no later than 21 days from the date of the Note Purchase
Agreement.
- $400,000 paid to Amerilithium within ten business days of
notice of effective registration statement, and that registration
statement must be effective no later than 120 days from the date of the
Note Purchase Agreement.
- $200,000 paid to Amerilithium within 120 business days of
notice of effective registration statement.
- $300,000 paid to Amerilithium within 150 business days of
notice of effective registration statement.
- $300,000 paid to Amerilithium within 180 business days of
notice of effective registration statement.
At each of the foregoing funding dates, the funding of such amount is
conditioned on the following:
- The calculated conversion price shall be equal to or greater
than $0.1665;
- Adequate registered shares must be available for issuance;
- The total dollar trading volume of Amerilithium's stock for the
23 days prior to the date of conversion must be equal to or greater
than $1,000,000 and
- No event of default shall exist.
Within 21 days of the date of the Note Purchase Agreement,
Amerilithium is required to file a registration statement to register
15,000,000 of the shares issuable upon conversion of the initial Note.
The principal sum of the other 8% Note is $540,000, with a
$40,000 original discount. Payment for such Note was made by the
issuance by JMJ Financial to Amerilithium of a secured and
collateralized promissory note in the principal amount of $500,000
being received as consideration.
Each of the Amerilithium Notes includes customary default
provisions related to payment of principal and interest and bankruptcy
or creditor assignment. In addition, it shall constitute an event of
default under the Amerilithium Notes if Amerilithium shall not be
eligible to transfer shares by DWAC/FAST or it shares shall not be DTC
eligible or Amerilithium shall not be current in its filings with the
Securities and Exchange Commission,
The issuance of the Notes were made pursuant to Section 4(2) of
the Securities Act of 1933 and/or Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public
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offering, JMJ Financial was an accredited investor, JMJ Financial took
the securities for investment and not resale, and Amerilithium took
appropriate measures to restrict the transfer of the securities.
The foregoing is only a summary of the terms of the transaction
between Amerilithium and JMJ Financial. You are urged to read each of
the documents and agreements, which are each attached as an exhibit to
this current report and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
See Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01.
Item 7.01. Regulation FD Disclosure.
On July 6, 2011, Amerilithium issued a press release announcing
the closing of the financing referenced above.
The information set forth in this Item 7.01 and the attached
exhibits 99.6 is furnished to, but shall not be deemed "filed" with the
Securities and Exchange Commission for the purposes of Section 18 of
the Securities Exchange Act of 1934, or otherwise incorporated by
reference into any filing pursuant to the Securities Act of 1933 or the
Exchange Act, except as otherwise expressly stated in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
99.1 Convertible Promissory Note issued by Company for $1,850,000
99.2 Convertible Promissory Note issued by Company for $540,000
99.3 Letter Agreement, dated June 29, 2011
99.4 Additional Default Provisions, dated June 29, 2011
99.5 Secured & Collateralized Promissory Note issued by JMJ Financial
for $540,000
99.6 Press release dated July 6, 2011
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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.
July 6, 2011
AMERILITHIUM CORP.
By: /s/ MATTHEW WORRALL
--------------------
Matthew Worrall
Chief Executive Office
