SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 26, 2016
WESTERN GRAPHITE INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-54665 | 20-8055672 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 1668 Prospect Avenue, East Meadow, New York | 11554 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant's telephone number, including area code:646-832-3434
Prepared By:
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)) |
Section 1 .Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2016, Western Graphite Inc. (the"Company")entered into a binding Master Equity Purchase Agreement – Equity Exchange agreement (the"Contract")with Atmosphere Global LLC ("Atmosphere"), a fully-operating company. Atmosphere, based in Chicago, IL, developed a proprietary formula for an eco-friendly product that serves as acleaner,sanitizer and odor eliminator under the ATMOSPHERE label and has applications in numerous industries including, but not limited to, agribusiness, food processing, wastewater,industrial and commercial cleaning, transportation waste and waste water, boating and marine andmining.ATMOSPHERE Odor Control works by deconstructing (not just masking) harmful gasses and, at the same time, bringing pollutants to a neutral pH, thus improving the environment. One important application that makes ATMOSPHERE a unique and important addition to farming is ATMOSPHERE's use in the CAFO (Concentrated Animal Feeding Operation for Hogs, Chicken or Dairy). ATMOSPHERE will eliminate Ammonia and Hydrogen Sulfide in the air when misted and tests are underway to validate that ATMOSPHERE can scrub the discharge air killing pathogens that plague livestock farming such as Avian Bird Flu, PRRS,PEDV,Salmonella, Camphobacter and EColi.
The Contract sets forth a two-phase acquisition by the Company of Atmosphere'sequity.Phase One involves theCompany's purchase,with certain restrictions, of 30% of the equity of Atmosphere as well as an advisory board seat in consideration for Class B Membership Units equal to 30% of Atmosphere. Phase Two involves the Company's purchase of Class B Membership Interests equal to additional Percent of the equity of Atmosphere in consideration of $1.5M funded in fourtranches.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Master Equity Exchange Agreement – The contract |
| 2 |
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.
| Date: January 26, 2016 | Western Graphite Inc. | |
| By: | /s/ Jennifer Andersen | |
| Jennifer Andersen | ||
| Chief Executive Officer | ||
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