Attached files
file | filename |
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EX-4.2 - EX-4.2 - PROSPECT GLOBAL RESOURCES INC. | c22704exv4w2.htm |
EX-4.1 - EX-4.1 - PROSPECT GLOBAL RESOURCES INC. | c22704exv4w1.htm |
EX-4.3 - EX-4.3 - PROSPECT GLOBAL RESOURCES INC. | c22704exv4w3.htm |
EX-10.2 - EX-10.2 - PROSPECT GLOBAL RESOURCES INC. | c22704exv10w2.htm |
EX-10.4 - EX-10.4 - PROSPECT GLOBAL RESOURCES INC. | c22704exv10w4.htm |
EX-10.1 - EX-10.1 - PROSPECT GLOBAL RESOURCES INC. | c22704exv10w1.htm |
EX-10.3 - EX-10.3 - PROSPECT GLOBAL RESOURCES INC. | c22704exv10w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 19, 2011
PROSPECT GLOBAL RESOURCES INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-54438 | 26-3024783 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
600 17th Street Suite 2800 South Denver, CO |
80202 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (303) 634-2239
(Former name or former address, if changed since last report.)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On September 19, 2011 the Company issued a $1,500,000 convertible secured note due September 19,
2012 to Hexagon Investments, LLC, which accrues interest at 10% per annum. The note is secured
pari passu by all of our assets with our other $6,500,000 of outstanding convertible notes. The
principal amount plus accrued interest on the Hexagon note may convert at Hexagons option at any
time during the term into shares of our common stock at $4.00 per share, subject to adjustment
solely for capital reorganization events. The principal amount plus accrued interest will
automatically convert into shares of our common stock at $4.00 per share upon completion by us of
the issuance of at least $10,000,000 of securities; provided, that if such issuance of securities
occurs at a per share purchase price of less than $4.44, additional shares will be issued upon
conversion such that the total shares received by the holder upon conversion equals the aggregate
principal amount (X) plus all accrued interest (Y) divided by 0.9 times the per share purchase
price of the securities issuance (Z). For clarity, the total shares received by the holder shall
be equal to (X + Y)÷(0.9 * Z).
We also issued Hexagon a warrant to purchase our common stock. The warrant is exercisable until
September 19, 2013 for up to $3,750,000 of shares at a purchase price equal to the conversation
price of the Hexagon note.
In connection with issuance of the convertible note, we granted piggy-back registration rights to
Hexagon for the shares issuable upon conversion of the note and exercise of the warrants.
As previously disclosed on Form 8-K filed July 8, 2011, the Company entered a Fee Agreement with
Brownstein Hyatt Farber Schreck LLP (BHFS), pursuant to which BHFS will provide government
relations services to the Company and its subsidiaries, including American West Potash LLC.
Attached as an exhibit to this Form 8-K are the Secured Promissory Note and the Pledge Agreement
related thereto.
Item 3.02 Unregistered Sale of Equity Securities.
Issuance of the convertible note and warrant described above was not registered under the
Securities Act of 1933. The issuance of the convertible note and warrant was exempt from
registration, pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D and Rule 506
promulgated thereunder. These securities qualified for exemption since the issuance securities by
us did not involve a public offering and the purchasers are all accredited investors as defined in
Regulation D. The offering was not a public offering as defined in Section 4(2) due to the
insubstantial number of persons involved in the sale, size of the offering, manner of the offering
and number of securities offered. In addition, these shareholders have the necessary investment
intent as required by Section 4(2) since each agreed to and received share certificates bearing a
legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a public offering. Based on an analysis of the above factors,
we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act and
Regulation D for this transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Identification of Exhibits | |||
4.1 | $1,500,000 Convertible Secured Promissory Note with Hexagon Investments, LLC |
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4.2 | Two year Common Stock Purchase Warrant with Hexagon Investments |
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4.3 | Registration Rights Agreement with Hexagon Investments |
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10.1 | Securities Purchase Agreement with Hexagon Investments |
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10.2 | Security Agreement with Hexagon Investments |
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10.3 | Secured Partial Recourse Promissory Note |
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10.4 | Pledge Agreement |
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SIGNATURE
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 hereunto duly
authorized.
PROSPECT GLOBAL RESOURCES INC. |
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Date: September 23, 2011 | By: | /s/ Wayne Rich | ||
Chief Financial Officer |
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