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 6, 2012
GRAPHITE CORP.
(Exact name of registrant as specified in its charter)
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Nevada | | 000-54336 | | 26-0641585 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification Number) |
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| | 1031 Railroad Street, Suite 102A Elko, NV 89801 (Address of principal executive offices)
(775) 473-1355 (Registrant’s Telephone Number) | | |
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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 (see General Instruction A.2. below):
.Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Graphite Corp.
Form 8-K
Current Report
Item 1.01
Entry into a Material Definitive Agreement.
On September 6, 2012, Graphite Corp., a Nevada corporation, (the “Company”) issued five million (5,000,000) units (each a “Unit”) priced at five cents ($0.05) per Unit to various investors, per the terms of that certain Stock Purchase Agreement (the “Agreement”) in exchange for an aggregate of two hundred fifty thousand dollars ($250,000). Each Unit consisted of: i) one share of the Company’s common stock, par value $0.0001 and ii) a two (2) year share purchase warrant to purchase one (1) additional share of the Company’s common stock, par value $0.0001, at an exercise price of ten cents ($0.10) per share.
The above descriptions of the Agreement is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Agreement, this reference is made to such Agreement, a form of which is filed hereto as Exhibit 10.1, and is incorporated herein by this reference.
Item 3.02
Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.
Exemption From Registration.The shares of Common Stock referenced herein are intended to be issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
Item 9.01
Financial Statements and Exhibits.
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Exhibit No. | Description of Exhibit | |
10.1 | Form of Stock Purchase Agreement | |
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.
Date:
September 12, 2012
Graphite Corp.
By:
/s/ Brian Goss
Name:
Brian Goss
Title:
President
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