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): February 16, 2007
Hemcure, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
005-80848 20-5573204
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(Commission File Number) (IRS Employer Identification No.)
730 W. Randolph
Suite 600
Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
(312) 454-0015
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(Issuer's Telephone Number)
Not applicable.
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(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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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))
This Form 8-K and other reports filed by Hemcure, Inc. (the "Registrant") from
time to time with the Securities and Exchange Commission (collectively the
"Filings") contain forward looking statements and information that are based
upon beliefs of, and information currently available to, the Registrant's
management as well as estimates and assumptions made by the Registrant's
management. When used in the Filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to the Registrant or the Registrant's
management identify forward looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Registrant's
industry, operations and results of operations and any businesses that may be
acquired by the Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Item 1.01 Entry into a Material Definitive Agreement.
On February 16, 2007, the Registrant, its majority shareholder and its Chief
Executive Officer, on the one hand, and AuraSound, Inc., a California
corporation ("AuraSound"), and the shareholders of AuraSound, on the other hand,
entered into an Agreement and Plan of Share Exchange (the "Exchange Agreement").
Pursuant to the Exchange Agreement, at the closing, the AuraSound shareholders
will sell, convey, assign, transfer and deliver to the Registrant 100% of the
issued and outstanding shares of AuraSound, and Hemcure will issue to each
AuraSound shareholder one share of common stock of Hemcure for each share of
AuraSound. The aggregate number of shares of common stock of Hemcure to be
issued to the AuraSound shareholders will not exceed 11,505,305 shares. The
Registrant's majority shareholder and Chief Executive Officer have entered into
the Exchange Agreement in order to indemnify AuraSound and its shareholders
against any claim or liability arising out of any breach of or inaccuracy in any
representation, warranty or covenant of the Registrant in the Exchange Agreement
or any liability arising out of or in connection with any of the assets,
business or operations of the Registrant prior to the closing of the Exchange
Agreement.
The closing of the Exchange Agreement will take place on the date when all the
closing conditions are either satisfied or waived, including that, on or before
the closing date, the Registrant and AuraSound must have in an escrow account
for their collective benefit no less than $6,000,000 in gross proceeds from a
private placement of Hemcure's common stock and warrants.
At the closing of the Exchange Agreement, the Registrant will also issue to
various bridge lenders of AuraSound warrants to purchase an aggregate of
1,285,713 shares of common stock at an exercise price of $1.75 per share and to
the placement agent in connection with the Private Placement (the "Placement
Agent") a warrant to purchase 251,429 shares of common stock at an exercise
price of $1.40 per share.
Further, in connection with the Exchange Agreement, at closing, all directors
and officers of the Registrant in office immediately prior to the closing will
resign and designees of AuraSound will be elected to the Registrant's board of
directors and appointed as the Registrant's officers to fill the vacancies
created by such resignations.
The issuance of shares and warrants pursuant to the Exchange Agreement will be
issued in reliance on Section 4(2) of the Securities Act of 1933, as amended
(the "Act").
The foregoing summary description of the Exchange Agreement is qualified in its
entirety by reference to the Exchange Agreement, which is attached to this
Current Report as an exhibit.
Item 3.02 Unregistered Sales of Equity Securities.
On or about February 20, 2007, the Registrant sold and issued 1,380,671 shares
of common stock to Next Stage Investments, Inc., an affiliate of the Placement
Agent, and 206,829 shares of common stock to Synergy Business Consulting, LLC,
an entity controlled by the Chief Executive Officer of the Registrant, at a
price of $0.01 per share. The Registrant issued these shares in reliance on
Section 4(2) of the Act.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
10.1 Agreement and Plan of Share Exchange, dated as of February 16,
2007.
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.
HEMCURE, INC.
By /s/ Bartly Loethen
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Name: Bartly Loethen
Title: Chief Executive Officer and President
Dated: February 23, 2007