ALPHA-EN CORPORATION (OTCMKTS:ALPE) Files An 8-K Entry into a Material Definitive Agreement
|Entry into a Material Definitive Agreement.|
On May 17, 2017 alpha-En Corporation (the Company) entered into a
preferred stock purchase agreement (Stock Purchase Agreement)
with several accredited and institutional investors, to which the
Company agreed to issue and sell in a private placement up to
2,000 shares of its newly designated Series A Preferred Stock,
par value $0.01 per share (Series A Preferred), as well as
warrants to purchase the Companys common stock, par value $0.01
per share (Common Stock), at a purchase price of $1,000 per
share, for total gross proceeds of up to $2.0 million.
Terms of the Series A Preferred
The rights, preferences, privileges and limitations of the Series
A Preferred are set forth in a certificate of designation filed
by the Company with the Secretary of State of the State of
Delaware on May 19, 2017 (the Certificate of Designation).
The Series A Preferred ranks senior to the Companys common stock
with respect to dividend rights and rights upon liquidation,
winding-up or dissolution and will rank pari passu to all future
preferred stock of the Company.
The Series A Preferred is entitled to accrue cumulative dividends
at a rate equal to 10.0% simple interest per annum on the
original issue price of $1,000 per share (the Original Issue
Price). Accrued dividends will be payable quarterly based on a
365-day year and may be paid in cash or in additional shares of
Series A Preferred.
Each share of Series A Preferred is convertible into 572 shares
of Common Stock, subject to customary increases or decreases for
stock splits, stock dividends recapitalizations and the like, and
may be converted to Common Stock at any time after issuance at
the option of a holder.
Unless otherwise required by applicable law, holders of the
Series A Preferred will vote together with holders of Common
Stock and not as a separate class and each share of Series A
Preferred will have a number of votes equal to the number of
shares of Common Stock then issuable upon conversion of the
Series A Preferred.
Upon any liquidation, dissolution or winding up of the Company,
liquidation of the Companys assets will be made in the following
order of priority: (a) first, payment or provision for payment of
debts and other liabilities; (b) second, payment to the holders
of Series A Preferred an amount with respect to each share of
Series A Preferred equal to the Original Issue Price, plus any
accrued but unpaid Dividends thereon; and (c) third, payment to
the holders of Common Stock.
After the one year anniversary of the issuance date of the Series
A Preferred, the Company will have the right to redeem all or a
portion of the Series A Preferred at a price per share equal to
the Original Issue Price plus any accrued but unpaid dividends.
Terms of the Common Stock Warrant
Each investor purchasing Series A Preferred to the Stock Purchase
Agreement also received a warrant to purchase Common Stock (the
Common Stock Warrant). For each share of Series A Preferred
purchased the investors received a warrant to purchase 500 shares
of Common Stock. The Warrants have an exercise price of $2.00 per
share, are immediately exercisable and will expire five years
from the date of issuance.
The above descriptions of the Stock Purchase Agreement, Common
Stock Warrant and Certificate of Designation are qualified in
their entirety by reference to Exhibits 3.1., 10.1 and 10.2
attached hereto, respectively.
|Item 3.02||Unregistered Sale of Equity Securities.|
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02. The shares of
Series A Preferred and the shares of common stock issuable upon
exercise of the Common Stock Warrants and upon conversion of the
Series A Preferred have been offered and sold by the Company to
an exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), provided by Section
4(a)(2) thereunder. Each of the Investors provided a written
representation to the Company that they qualify as an accredited
investor as that term is defined in Rule 501 under the Securities
Amendments to Articles of Incorporation or
On May 19, 2017 the Company filed with the Secretary of State of
the State of Delaware the Certificate of Designation attached
hereto as Exhibit 3.1 and incorporated herein by reference. The
Certificate of Designation established and designated the Series
A Preferred and the rights, preferences, privileges and
|Item 8.01||Other Events|
On May 17, 2017 the Company issued a press release entitled
Alpha-en Corporation Announces $2 Million Private Placement. A
copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|3.1||Certificate of Designation of Series A Preferred Stock|
|10.1||Securities Purchase Agreement|
|10.2||Form of Common stock Warrant|
|99.1||Press Release, dated May 17, 2017|
About ALPHA-EN CORPORATION (OTCMKTS:ALPE)
alpha-En Corporation is a development-stage company. The Company is engaged in developing a business centered in the commercial manufacturing of pure lithium metal. It focuses on including lithium products and processes derived from the Company’s technology, which include battery components, such as protected anodes and compounds of lithium, among others. It has also created a carbon neutral technology. The Company is focused on enabling battery technologies by developing and bringing to market materials produced in an environmentally sustainable manner. It has also developed a process for the production of Lithium Metal at room temperature using clean technology, which can be met without harming the environment. Its process even allows for the deposition and intercalation of lithium into custom substrates, which streamlines the manufacturing of very small batteries. The Company’s subsidiary is Clean Lithium Corporation. As of December 31, 2015, the Company had no revenues. ALPHA-EN CORPORATION (OTCMKTS:ALPE) Recent Trading Information
ALPHA-EN CORPORATION (OTCMKTS:ALPE) closed its last trading session 00.00 at 1.85 with 3,010 shares trading hands.