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): __September 24, 2012__
TurkPower Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 000-52630 | | 26-2524571 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
100 Park Avenue, Suite 1600
New York, New York 10017
(Address of principal executive offices, including zip code)
(212) 984-0628
(Registrant’s telephone number, including area code)
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 3.02 | Unregistered Sales of Equity Securities. |
On September 24, 2012, pursuant to certain amended agreements with certain subscribers for the conversion of obligations related thereto, the Registrant authorized the issuance of an aggregate of 23,286,612 shares of common stock, par value $0.0001 per share. The amendment agreements contain customary representations, warranties and covenants of the Registrant and investors for like transactions.
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Registrant’s reasonable belief that the subscriber had access to information concerning the Registrant’s operations and financial condition, the subscriber acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the subscriber are sophisticated within the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Registrant made no solicitation in connection with the sale other than communications with the subscriber; the Registrant obtained representations from the subscriber regarding their investment intent, experience and sophistication; and the subscriber either received or had access to adequate information about the Registrant in order to make an informed investment decision.
At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration
| Item 5.02 | Departure of Directors or Principal Officers. |
On September 26, 2012, the Registrant accepted the resignation of Kaveh Meghdadpour as member of the Board of Directors. This resignation did not arise from any disagreement on any matter relating to the Company’s operations, policies or practices, nor regarding the general direction of the Company.
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.
| | TurkPower Corporation | |
| Date: September 27, 2012 | By: | /s/ Ryan E. Hart | |
| | | Name: Ryan E. Hart | |
| | | Title: Chief Executive Officer and Chief Financial Officer | |
