United States Securities and Exchange Commission EDGAR Filing

7 Май 2015 | Author: | Комментарии к записи United States Securities and Exchange Commission EDGAR Filing отключены
Bimota SB 8 K SantaMonica

Documents found in this

Copies to:

Darrin Ocasio,

Sichenzia Ross Friedman LLP

61 Broadway, 32 nd Floor

New York, New 10006

Phone: (212)

Fax: (212) 930-9725

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the obligation of the registrant under any of the provisions (see General A.2. below):

o Written pursuant to Rule 425 under the Act (17 CFR 230.425)

o Soliciting material to Rule 14a-12 under the Act (17 CFR 240.14a-12)

o Pre-commencement communications to Rule 14d-2(b) under the Act (17 CFR 240.14d-2(b))

o Pre-commencement communications to Rule 13e-4(c) under the Act (17 CFR 240.13e-4(c))

ITEM 1.01


On June 27, 2008, Cord America, Inc. a Florida (the — Company -), into a Securities Purchase (the — Agreement -) Tangiers Investors, LP, a limited (the — Investor -), to which the Company may access an not to exceed $4,000,000, exercisable at its In connection with the transaction, the issued, executed and delivered to the the following:


A Registration Rights Agreement ( the Registration Rights Agreement -); and



In the event the Company down on the line of credit, at its and exclusive option, it may issue and to the Investor, and the Investor shall from the Company, shares of the common stock, par value per share (the — Stock -) by Advance Notice (as in the Agreement). The number of shares of Stock that the Investor purchase pursuant to each (as defined in the Agreement) shall be by dividing the amount of the Advance by percent (90%) of the bid price volume weighted average of the Company-s Common Stock the five (5) consecutive Trading (as defined in the Agreement) after the was submitted to the Investor.

The Company and the Investor shall not any sales under the Agreement on any date where the market for any purchases of Common Stock be less than $0.01. pursuant to the Agreement, the Company issue to the Investor shares of Stock (the — Shares -), with piggyback rights, in an amount equal to One Sixty Thousand Dollars divided by the lowest volume average price of the Company-s Stock, as quoted by Bloomberg, LP, on the date of the Agreement.

The Agreement certain conditions by the Company the Company must adhere to in to be eligible to receive an Advance the term of the Agreement (the Commitment Period -), including


during the Commitment Period, the shall not, without the written consent of the Investor, (i) or sell any Common Stock or Stock without consideration or for a per share less than the bid of the Common Stock determined prior to its issuance, or (ii) or sell any Preferred Stock option, right, contract, or other security or instrument the holder thereof the right to Common Stock without or for a consideration per share less the Bid Price of the Common Stock immediately prior to its issuance;


The shall have obtained all and qualifications required by any applicable in accordance with the Registration Agreement for the offer and sale of the of the Common Stock;

Bimota SB 8 K SantaMonica


The Company have performed with and all covenants, agreements and conditions by the Agreement and the Registration Rights


There is no suspension of the Company-s Stock by the SEC or the principal market;


The of any Advance requested by the Company not exceed the Maximum Advance (as defined in the Agreement), nor shall any of the issued to the Investor exceed of the then issued and outstanding Stock of the Company; and


the Company have filed with the and Exchange Commission (the SEC -) a Registration Statement with to the resale of the Registrable Securities in with the terms of the Registration Agreement.

Pursuant to the Agreement, the entered into a Registration Agreement. Pursuant to the Registration Agreement, the Company shall a Registration Statement to be declared by the SEC prior to the first sale to the of the Company-s Common Stock to the Securities Purchase Agreement. The shall cause the Registration to remain effective until the completion of the Commitment Period.

Notwithstanding anything to the contrary if the SEC sets forth a limitation on the of Registrable Securities permitted to be on a particular Registration Statement notwithstanding that the Company diligent efforts to advocate the SEC for the registration of all or a greater portion of Securities), the Company may reduce the of Registrable Securities to be registered on Registration Statement to such of shares of Registrable Securities as be allowed by the SEC.

During the Period and pursuant to the Agreement, and directors of the Company entered certain lock-up agreements. to the lock-up agreements, the directors not, directly or indirectly, the prior written consent of the issue, offer, agree or to sell, sell, grant an for the purchase or sale of, transfer, assign, hypothecate, distribute or encumber or dispose of any securities of the including Common Stock or rights, warrants or other underlying, convertible into, or exercisable for or evidencing any right to or subscribe for any Common Stock or not beneficially owned by the undersigned), or any interest therein (collectively, the Securities -) except in accordance the volume limitations set forth in 144(e) of the General Rules and under the Securities Act of 1933, as

ITEM 2.03


See Item above, which is incorporated by reference.

Bimota SB 8 K SantaMonica
Bimota SB 8 K SantaMonica
Bimota SB 8 K SantaMonica
Bimota SB 8 K SantaMonica

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