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): | | March 18, 2013 (March 14, 2013) |
GREEN AUTOMOTIVE COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
Nevada (State or other jurisdiction of incorporation) | | 000-54049 (Commission File Number) | | 22-3680581 (I.R.S. Employer Identification No.) |
| | | | |
| | | | |
23 Corporate Place, Suite 150 Newport Beach, California 92660 (Address of principal executive offices) (zip code) |
| | | | |
(877) 449-8842 (Registrant’s telephone number, including area code) |
| | | | |
Matter of Time I Co. 23 Corporate Place, Suite 150 Newport Beach, California 92660 (Former name or former address, if changed since last report.) |
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 March 14, 2013, we entered into an Investment Agreement (the "Agreement") with Kodiak Capital Group, LLC ("Kodiak") in order to establish a source of funding for the company.
Under the Agreement, Kodiak will provide us with up to $3,000,000 of funding. During the term of the Agreement, we may request an investment from Kodiak by delivering a “put notice” to Kodiak notifying Kodiak of our intent to sell shares of our common stock to Kodiak in exchange for a purchase price. The purchase price for the common stock identified in the put notice is equal to eighty percent (80%) of the lowest closing bid price of our common stock in the five (5) trading days after the put notice. Once the shares have been determined under a put notice and have been delivered to Kodiak, then Kodiak will be obligated to purchase the shares for the purchase price. We are under no obligation to submit any put notices under the Agreement. Kodiak is only obligated to purchase the shares if a Registration Statement registering the shares has been declared effective by the Securities and Exchange Commission.
There is no minimum amount we can request in a put notice at any one time. The maximum amount we can request in a put notice at any one time is the full $3,000,000. Notwithstanding the above, in no event shall Kodiak be required to purchase shares if, when added to the number of shares of our common stock beneficially owned by Kodiak at that time, it would cause Kodiak to own more than 4.99% of our outstanding common stock.
The Agreement will be terminated:
·
When Kodiak has purchased $3,000,000 of our common stock under the Agreement;
·
Twelve months after a Registration Statement registering the shares under the Agreement becomes effective with the Securities and Exchange Commission; or
·
Upon written notice by us to Kodiak.
The Agreement may be terminated:
·
In the event that either party commits a material breach of the Agreement; or
·
Either party becomes insolvent.
In connection with the Agreement, we:
·
Issued Kodiak 535,715 shares of our common stock, restricted in accordance with Rule 144; and
·
Paid Kodiak $15,000 as a document preparation fee.
Pursuant to the Agreement each of the parties will indemnify one another and the respective party's shareholders, officers, directors, employees and agents from and against any actions arising from the other party's breach of the Agreement.
Exhibits
| |
10.1 | Investment Agreement with Kodiak Capital Group, LLC dated March 14, 2013 |
| |
10.2 | Registration Rights Agreement with Kodiak Capital Group, LLC dated March 14, 2013 |
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.
| | |
| | Green Automotive Company a Nevada corporation |
| | |
Date March 18, 2013 | | /s/ Fred Luke |
| | By: Fred Luke |
| | Its: President |
3
