Current Report Filing (8-k)
10 Febrero 2014 - 3:05PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
February 4, 2014
(Date of Report)
PLANDAI BIOTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its
Charter)
Nevada |
000-51206 |
20-1389815 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2226 Eastlake Avenue East #156, Seattle,
WA 98102
(Address of principal executive offices)
Registrant's telephone
number, including area code: (435) 881-8734
______________________
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
Item 1.01 Entry
into a Material Definitive Agreement.
On February 4, 2014, Plandaí
Biotechnology, Inc., a Nevada corporation (the “Company” or “we”), entered into a $15,300,000 purchase
agreement (the “Purchase Agreement”), together with a registration rights agreement (the “Registration Rights
Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has
the right to sell to Lincoln Park up to $15,300,000 in shares of its common stock, $.0001 par value per share (“Common Stock”),
subject to certain limitations.
Under the terms and subject to the
conditions of the Purchase Agreement, Lincoln Park purchased 480,000 shares of Common Stock for $300,000 on the date of the Purchase
Agreement and is obligated to purchase up to $15,000,000 in additional shares of Common Stock (subject to certain limitations)
that we may sell from time to time over the 30-month period commencing on the date that a registration statement, which we must
file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared
effective by the SEC and a final and complete prospectus in connection therewith is filed. The Company may direct Lincoln
Park, from time to time, at its sole discretion and subject to certain conditions to purchase up to 100,000 shares of Common Stock
(subject to increase in the event the trading price of the Common Stock exceeds certain established thresholds) and may require
additional purchases in accordance with the Purchase Agreement. The purchase price of shares of Common Stock related
to the future funding will generally be based on the prevailing market prices of such shares at the time of sales (subject to a
discount in certain circumstances), and the Company will control the timing and amount of any sales of Common Stock to Lincoln
Park. The shares offered and sold to Lincoln Park pursuant to the Purchase Agreement have been offered and sold in reliance on
an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section
4(a)(2) thereof and Regulation D promulgated thereunder, based on the offering of such securities to one investor and the lack
of any general solicitation or advertising in connection with such issuance, the representation of such investor to the Company
that it was an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the shares
for its own account and without a view to distribute them, and the Company’s issuance of such securities as restricted securities.
As consideration for its commitment to purchase shares of Common Stock pursuant to the Purchase Agreement, the Company has agreed
to issue to Lincoln Park 540,000 shares of Common Stock.
The Purchase Agreement and the Registration
Rights Agreement contain customary representations, warranties and agreements of the Company and Lincoln Park and customary conditions
to completing future sale transactions, indemnification rights and obligations of the parties. There is no upper limit on the price
per share that Lincoln Park could be obligated to pay for Common Stock under the Purchase Agreement. Lincoln Park shall not have
the right or the obligation to purchase any shares of our Common Stock on any business day that the price of our Common Stock is
below the floor price as set forth in the Purchase Agreement. The Company has the right to terminate the Purchase Agreement at
any time, at no cost or penalty. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend
on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading
price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
The foregoing description of
the Registration Rights Agreement and the Purchase Agreement are qualified in their entirety by reference to the full text of
the Purchase Agreement and the Registration Rights Agreement, a copy of each of which is attached hereto as Exhibit 4.1 and
10.1, respectively, and each of which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The information contained above
in Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The issuance and sale of shares of Common
Stock by the Company to Lincoln Park under the Purchase Agreement is exempt from registration pursuant to Section 4(a)(2) of the
Securities Act and Regulation D thereunder.
Item 8.01 Other Events.
On February 10, 2014, the Company
issued a press release announcing the execution of the Purchase Agreement and Registration Rights Agreement. A copy of the press
release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
|
4.1 |
Registration Rights Agreement, dated as of February 4, 2014, by and between the Company and Lincoln Park Capital Fund, LLC. |
|
10.1 |
Purchase Agreement, dated as of February 4, 2014, by and between the Company and Lincoln Park Capital Fund, LLC. |
|
99.1 |
Press Release dated February 10, 2014. |
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.
Dated February 10, 2014
PLANDAI BIOTECHNOLOGY, INC.
By: /s/ Roger Duffield
Roger Duffield
Chief Executive Officer |
Plandai Biotechnology (PK) (USOTC:PLPL)
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