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
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Date of Report (Date of earliest event reported): March 16, 2013
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LAS VEGAS RAILWAY EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of incorporation)
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000-54648
(Commission
File Number)
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56-2646797
(I.R.S. Employer
Identification No.)
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6650 Via Austi Parkway, Suite 170
Las Vegas, NV 89119
(Address of principal executive offices) (zip code)
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702-583-6715
(Registrant’s telephone number, including area code)
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Copies to:
Gregory Sichenzia, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725
Not Applicable
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
From March 16, 2013 to April 11, 2013, Las Vegas Railway Express, Inc. (the “Company”), entered into and closed a series of subscription agreements (the “Subscription Agreements”) with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of $1,095,000 in principal amount of unsecured convertible notes (the “Notes”), which are convertible into shares of the Company’s common stock, at a conversion price of $0.05 per share, and three-year warrants (the “Investor Warrants”) to purchase an aggregate of 19,900,000 shares of common stock at an exercise price of $0.10 per share, for aggregate gross proceeds of $1,095,000 (the “Private Offering”). The Notes mature February 1, 2014 and bear interest at the rate of 8% per year payable in cash or shares of common stock at the Company’s option on the maturity date and on each date (if any) that the Notes are converted into common stock. Subject to the conditions that the Note has been held for at least six months or the shares issuable upon conversion of the Note are registered on an effective registration statement, and the volume weighted average price of the common stock for each of any 20 consecutive trading days is at least $0.15 per share (a “Threshold Period”), the Company may, within 3 trading days of any such Threshold Period, require the holder to convert the Note to common stock. The shares of common stock issuable upon conversion of the Notes and exercise of the Investor Warrants have piggyback registration rights until such shares may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended.
The Company retained GVC Capital LLC (the “Placement Agent”) as the placement agent for the Private Offering and paid the Placement Agent fees of $116,200.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
The forgoing descriptions of the Subscription Agreement, the Note, and the Investor Warrant are qualified in their entirety by reference to the full text of the Subscription Agreement, Note, and Investor Warrant, copies of each of which are incorporated by reference as exhibits hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is hereby incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
| Exhibits | Description |
| 10.1 | Form of Subscription Agreement (filed as exhibit to 8-K filed March 19, 2013 and incorporated herein byreference). |
| 10.2 | Form of Note (filed as exhibit to 8-K filed March 19, 2013 and incorporated herein byreference). |
| 10.3 | Form of Investor Warrant filed as exhibit to 8-K filed March 19, 2013 and incorporated herein byreference). |
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 hereunto duly authorized.
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LAS VEGAS RAILWAY EXPRESS, INC.
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Date: April 12, 2013
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By:
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/s/ Michael Barron
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Name: Michael Barron
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Title: Chief Executive Officer
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