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EX-10.2 - Westport Energy Holdings Inc.v244502_ex10-2.htm
EX-10.1 - Westport Energy Holdings Inc.v244502_ex10-1.htm
EX-10.3 - Westport Energy Holdings Inc.v244502_ex10-3.htm
EX-10.4 - Westport Energy Holdings Inc.v244502_ex10-4.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

COMMISSION FILE NO.: 0-28887

Date of Report: January 3, 2012

CARBONICS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
22-3328734
  (State of other jurisdiction of
 
(IRS Employer
incorporation or organization)
 
Identification No.)
 
100 Overlook Center, 2nd Floor
 
08540
(Address of principal executive offices)
 
(Zip Code)
 
(609) 498-7029
(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:

¨  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))
 
 
 

 
 
Item 1.01
Entry into a Material Definitive Agreement

On December 6, 2011 Carbonics Capital Corporation, a Delaware corporation (“Carbonics”) issued to YA Global Investments, L.P., a Cayman Islands limited partnership (“YA Global”) a Secured Convertible Debenture dated December 6, 2011 in the principal amount of $910,000 (the “Debenture CICS-9”). Debenture CICS-9 bears interest at the rate of 9% per annum, payable at maturity.  The maturity date for payment of Debenture CICS-9 is December 31, 2013.  The holder of Debenture CICS-9 is entitled to convert the principal and accrued interest on the debenture into common stock of Carbonics (the “Common Stock”) at a conversion rate initially equal to (a) $0.003 (the “Fixed Conversion Price”), or (b) 90% of the lowest daily volume-weighted average price of the Common Stock (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in the debenture. The shares of Common Stock into which Debenture CICS-9 may be converted will not be registered for resale and shall be subject to the rights and restrictions of Rule 144.

In addition, on December 6, 2011, Carbonics also entered into Amendment No. 2, dated December 6, 2011 (the “SPA Amendment No. 2”), to the Securities Purchase Agreement dated as of August 17, 2010 entered into by and between Carbonics and YA Global (“SPA”). SPA Amendment No. 2 provided for the purchase and issuance of the Debenture CICS-9 pursuant to the terms of the SPA.

On December 6, 2011 Carbonics Capital Corporation, a Delaware corporation (“Carbonics”) issued to YA Global Investments, L.P., a Cayman Islands limited partnership (“YA Global”) a Secured Convertible Debenture dated December 6, 2011 in the principal amount of $172,411 (the “Debenture CICS-10”). Debenture CICS-10 bears interest at the rate of 9% per annum, payable at maturity.  The maturity date for payment of Debenture CICS-10 is December 31, 2013.  The holder of Debenture CICS-10 is entitled to convert the principal and accrued interest on the debenture into common stock of Carbonics (the “Common Stock”) at a conversion rate initially equal to (a) $0.003 (the “Fixed Conversion Price”), or (b) 90% of the lowest daily volume-weighted average price of the Common Stock (“VWAP”) during the 10 consecutive trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in the debenture. The shares of Common Stock into which Debenture CICS-10 may be converted will not be registered for resale and shall be subject to the rights and restrictions of Rule 144. Debenture CICS-10 was issued for consideration consisting solely of the surrender of three existing promissory notes issued by Carbonics to YA Global, which promissory notes had an outstanding balance as of December 6, 2011 equal to $172,411.
 
In addition, on December 6, 2011, Carbonics also entered into Amendment No. 3, dated December 6, 2011 (the “SPA Amendment No. 3”), to the Securities Purchase Agreement dated as of August 17, 2010 entered into by and between Carbonics and YA Global (“SPA”). SPA Amendment No. 3 provided for the purchase and issuance of the Debenture CICS-10 pursuant to the terms of the SPA.

The foregoing descriptions of the Debenture CICS-9, Debenture CICS-10, SPA Amendment No. 2 and SPA Amendment No. 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the debentures and SPA amendments filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto.

 
 

 

Item 9.01 
Financial Statements and Exhibits

Exhibits
 
10.1
Secured Convertible Debenture dated December 6, 2011 in the principal amount of $910.00, with YA Global Investments L.P. as the “Holder” thereunder and Carbonics Capital Corporation as the “Company” thereunder.

10.2
Amendment No. 2 to Securities Purchase Agreement dated as of December 6, 2011 entered into by and between Carbonics Capital Corporation and YA Global Investments L.P.

10.3
Secured Convertible Debenture dated December 6, 2011 in the principal amount of $172,411, with YA Global Investments L.P. as the “Holder” thereunder and Carbonics Capital Corporation as the “Company” thereunder.

10.4
Amendment No. 3 to Securities Purchase Agreement dated as of December 6, 2011 entered into by and between Carbonics Capital Corporation and YA Global Investments L.P.

SIGNATURE
 
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 thereunto duly authorized.
 
Dated:  January 3, 2012
CARBONICS CAPITAL CORPORATION
     
   By: 
/s/ Stephen J. Schoepfer
   
Stephen J. Schoepfer, Chief Executive Officer