Attached files
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| EX-99.1 - SECURITIES PURCHASE AGREEMENT - BioNeutral Group, Inc | f8k100312ex99i_bioneutral.htm |
| EX-99.2 - 8% CONVERTIBLE PROMISSORY NOTED - BioNeutral Group, Inc | f8k100312ex99ii_bioneutral.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 3, 2012
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BIONEUTRAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-149235
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26-0745273
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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55 Madison Avenue, Suite 400, Morristown, New Jersey
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07960
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (973) 285-3373
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N/A
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(Former name or former address, if changed since last report.)
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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):
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 20, 2012, Bioneutral Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $53,000 (the “Note”). The Purchase Agreement became effective on October 3, 2012 when the transaction closed.
The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 65% multiplied by the market price (as defined in the Note). The Note matures on June 24, 2013. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid.
Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.
Concurrently with entrance into the Purchase Agreement and the Note, the Company issued to its transfer agent an irrevocable letter agreement reserving such shares necessary to issue upon conversion of the Note.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The offering was made to an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition, the issuance did not involve any public offering; the Registrant made no solicitation in connection with the sale other than communications with the investor; the Registrant obtained representations from the investor regarding its investment intent, experience and sophistication; and the investor either received or had access to adequate information about the Registrant in order to make an informed investment decision.
| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Securities Purchase Agreement entered into by Bioneutral Group, Inc. and Asher Enterprises, Inc., dated September 20, 2012.
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99.2
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8% Convertible Promissory Noted purchased by Asher Enterprises, Inc., dated September 20, 2012.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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October 12, 2012
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BIONEUTRAL GROUP, INC.
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By: /s/ Mark Lowenthal
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Name: Mark Lowenthal
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Title: Chief Executive Officer and President
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