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EX-99.1 - EXHIBIT 99.1 - PETROSONIC ENERGY, INC.v338971_ex99-1.htm

 

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 (Date of earliest event reported)

 

March 18, 2013

 

PETROSONIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

     
Nevada 000-53881 98-0585718

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

Suite 300, 714 – 1st Street SE, Calgary, AB, Canada, T2G 2G8

(Address of Principal Executive Offices)

 

(403) 708-7869

(Issuer's Telephone Number)

 

 

 

 

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))

 

 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Election of Director

 

On March 18, 2013, the Board of Directors of Petrosonic Energy, Inc. (the "Company") elected Mr. Richard Rutkowski as a director. There was not any arrangement or understanding between Mr. Rutkowski and any other persons pursuant to which he was elected as a director. Except as discussed below, there is no transaction between the Company and Mr. Rutkowski that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In consideration for his services to the Board of Directors, the Company has agreed to issue to Mr. Rutkowski an option to purchase 250,000 shares of common stock at a price of $0.83 per share. The remaining terms of the option, including the term and the vesting requirements, are still being negotiated. The Company will file an amendment to this Current Report on Form 8-K to disclose the terms once the negotiations are concluded.

 

Section 8 - Other Events

 

Item 8.01Other Events.

 

On March 18, 2013 the Company issued a press release disclosing the appointment of Mr. Rutkowski as a director. A copy of the press release is attached to this Current Report as Exhibit 99.1.

 

Section 9 - Financial Statements and Exhibits

 

(d) Exhibits

 

99.1 Press release issued March 18, 2013.

 

 
 

 

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.

 

 

PETROSONIC ENERGY, INC.
 
March 22, 2013
 
 
/s/ Art Agolli 
Art Agolli
President, Chief Executive Officer

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Press release issued March 18, 2013.