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 1934
Date of Report (Date of earliest event reported): December 21, 2008
Power of the Dream Ventures, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
| (Commission File Number) | | (IRS Employer Identification No.) |
| 1095 Budapest, Soroksari ut 94-96, Hungary |
| (Address of principal executive offices, Zip Code) |
| 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 (see General Instruction A.2. below):
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | 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 November 19, 2009, Power of the Dream Ventures, Inc. (the “Company”) entered into two Stock Purchase Agreements (the “Agreements”) with Tibor Lakatos and Barnabas Fejes (the “Investors”). Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to issue and sell to the Investor $39,111 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an average purchase price of $0.18 cents per share.
On December 7, 2009, Power of the Dream Ventures, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Ribz Plus Kft. (the “Investors”). Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to issue and sell to the Investor $11,111 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.20 cents per share.
The foregoing summary of the terms of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, a copy of which are attached hereto as Exhibit 10.1 and incorporated herein by reference. The press release announcing the financing commitment is filed herewith as Exhibit 99.1, and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
On December 18, 2009, the Company issued to the Investors the Shares as described in Item 1.01, above.
The issuance of the Shares was deemed to be exempt from registration in reliance on Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
| Item 9.01. | Financial Statements and Exhibits. |
10.1 Subscription Agreement between the Company and Ribz Plus, Kft, dated December 7, 2009
10.2 Subscription Agreement between the Company and Tibor Lakatos, dated November 19, 2009
10.3 Subscription Agreement between the Company and Barnabas Fejes, dated November 19, 2009 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.
| | POWER OF THE DREAM VENTURES, INC. |
| | | |
| | By: | /s/ Viktor Rozsnyay |
| | Name: | Viktor Rozsnyay |
| | Title: | President and Chief Executive Officer |
Dated: December 21, 2008
