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): January 20, 2014
CEREPLAST, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34689 | 91-2154289 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 2213 Killion Avenue, Seymour, Indiana |
47274 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (812) 220-5400
Not Applicable
(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:
| ¨ | 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 1.02 Termination of a Material Definitive Agreement.
As described in a prior Form 8-K, on August 24, 2012 Cereplast, Inc. (the “Company”) entered into a Stock Purchase Agreement (“Agreement”) with Ironridge Technology Co., a division of Ironridge Global IV, Ltd. (“Ironridge”), for the sale of up to $5,000,000 shares of convertible redeemable Series A Preferred Stock. The Agreement prohibited Ironridge from engaging in various activities that could be harmful to the Company.
On January 20, 2014, the Company notified Ironridge that Ironridge is in material breach of the Agreement and therefore, effectively immediately, the Company is terminating the Agreement. To date, Ironridge has purchased only $ 2,970,000 of the Series A Preferred Stock. The Company is currently exploring additional financing options as a replacement.
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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.
| Date: January 21, 2014 | ||
| CEREPLAST, INC. | ||
| /s/ Frederic Scheer | ||
| Frederic Scheer | ||
| Chief Executive Officer | ||
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