Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment 1 to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 29, 2011
(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))
2
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.
Effective June 29, 2011, Amerilithium and JMJ Financial entered
into an amendment to the convertible promissory note issued by
Amerilithium for $1,850,000. Pursuant to the amendment, the following
revisions were approved:
- Registration Deadline & Penalties. In the event that the
registration is not filed within 21 days of the date of the
agreement, the 21-day $50,000 penalty will be waived until the
time that the registration becomes effective. Once effective, the
penalty will be re-evaluated and if the registration is effective
in 90 days from the date of the agreement, then the 21-day
$50,000 penalty will be fully waived. If the registration is not
effective in 90 days of the agreement, then the 21-day $50,000
penalty will be enforced and added to the balance of the note.
- Additional Conditions to $70,000 Payment. The two
following conditions apply to the $70,000 payment described in
the Funding Schedule.
- In the event that the registration is not filed
(with 10-K comments cleared) within 40 days of the date
of the agreement, then the $70,000 payment will be
eliminated and will not be completed; such that an
additional condition to that $70,000 payment is that the
current 10-K comments must be officially cleared by
letter from the SEC as well as having the registration
filed.
- The dollar trading volume condition will no longer
be waived on the $70,000 payment under any
circumstances.
All other terms and conditions of the original convertible promissory
note documents remain in full force and effect.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.7 Amendment to Convertible Promissory Note issued by Company for
$1,850,000
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.
July 18, 2011
AMERILITHIUM CORP.
By: /s/ MATTHEW WORRALL
--------------------
Matthew Worrall
Chief Executive Office
