SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.:0-28887
Date of Report: September 13, 2012
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| CARBONICS CAPITAL corporation |
| (Exact name of registrant as specified in its charter) |
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| Delaware | 22-3328734 |
| (State of other jurisdiction of | (IRS Employer |
| incorporation or organization) | Identification No.) |
| |
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| 100 Overlook Center, 2nd Floor | 08540 |
| (Address of principal executive offices) | (Zip Code) |
| |
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| (609) 498-7029 |
| (Registrant’s telephone number including area code) |
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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:
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement |
On September 7, 2012 Carbonics Capital Corporation, a Delaware corporation (“Carbonics”) issued to YA Global Investments, L.P., a Cayman Islands limited partnership (“YA Global”) a Secured Convertible Debenture dated September 7, 2012 in the principal amount of $50,000 (“Debenture CICS-14”). Debenture CICS-14 bears interest at the rate of 9% per annum, payable at maturity. The maturity date for payment of Debenture CICS-14 is December 31, 2013. The holder of Debenture CICS-14 is entitled to convert the principal and accrued interest on the debenture into common stock of Carbonics (the “Common Stock”) at a conversion rate equal to the lesser of (a) $0.003, or (b) 90% of the lowest daily volume-weighted average price of the Common Stock during the 10 consecutive trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in the debenture. The shares of Common Stock into which Debenture CICS-14 may be converted will not be registered for resale and shall be subject to the rights and restrictions of Rule 144.
Debenture No. CICS-14 was issued as the third funding tranche pursuant to that certain Debenture Purchase Agreement Amendment between Carbonics and YA Global dated August 29, 2012 (the “Debenture Purchase Agreement Amendment”), which modified the “Third Funding” of $475,000 under that certain Debenture Purchase Agreement dated December 6, 2011 between Carbonics and YA Global so that suchThird Funding would be funded in multiple tranches as follows: (i) the first of tranche of $25,000 funded on August 13, 2012; (ii) the second tranche of $25,000 funded on August 29, 2012; (iii) the third tranche of $50,000 to be funded on or about September 7, 2012; and (iv) the remaining $375,000 to be funded in one or more further tranches as may be agreed to between the parties. The Debenture Purchase Agreement Amendment was filed originally as Exhibit 10.2 of the Current Report on Form 8-K filed by Carbonics on September 4, 2012.
The foregoing descriptions of Debenture CICS-14 and the Debenture Purchase Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of (a) Debenture CICS-14 filed as Exhibit 10.1 hereto and (b) the Debenture Purchase Agreement Amendment filed originally as Exhibit 10.2 of the Current Report on Form 8-K, filed by Carbonics on September 4, 2012, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 10.1 | Secured Convertible Debenture dated August 29, 2012 in the principal amount of $25,000, with YA Global Investments L.P. as the “Holder” thereunder and Carbonics Capital Corporation as the “Company” thereunder. |
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 thereunto duly authorized.
| Dated: September 13, 2012 | CARBONICS CAPITAL CORPORATION |
| | | | |
| | By: | /s/ Stephen J. Schoepfer | |
| | | Stephen J. Schoepfer, Chief Executive Officer | |
