Saleen Automotive, Inc. (OTCMKTS:SLNN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2017, we entered into an amendment (the Amendment)
to the Binding Letter of Intent (the LOI) that we entered into
with SM Funding Group, Inc. (SM Funding) on October 21, 2015.
Under the Amendment, SM Funding or its nominees will initially
purchase $285,000 of our Series A Preferred Stock (Series A
Stock), which will convert into our Common Stock at a price of
$0.0003 per share on the terms set forth in the Certificate of
Designation designating the Series A Stock. to the Amendment, SM
Funding has also agreed to purchase or cause other parties to
purchase an additional $1.5 million of Series A Stock. SM Funding
previously advanced us approximately $2.5 million under a 12%
Senior Secured Convertible Note.
The Amendment also provides the following additional terms, among
others:
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We have agreed to use our best efforts to (i) increase our authorized shares of Common Stock to enable us to issue additional shares of Common Stock constituting 60% of our fully-diluted outstanding shares of common stock currently outstanding, and (ii) effect a reverse stock split of our Common Stock. |
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SM Funding and other holders of our convertible indebtedness have each agreed to exchange at least $600,000 of such indebtedness for shares of Series A Stock promptly following the execution of the Amendment, and thereafter to exchange not less than 80% of their indebtedness for Series A Stock following the recapitalization described above. |
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We have agreed to issue warrants to (i) an affiliate of SM Funding, to purchase 8% of our Common Stock on a fully-diluted basis, at any time prior to December 31, 2018, for a purchase price of $10,000, (ii) Steve Saleen, to purchase 5% of our Common Stock on a fully-diluted basis, at any time prior to December 31, 2018, for a purchase price of $10,000, and (iii) Joseph J. Bianco, to purchase 2.5% of our Common Stock on a fully-diluted basis, at any time prior to December 31, 2018, for a purchase price of $40,000. |
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We agreed to appoint Joseph J. Bianco to our Board of Directors. |
The foregoing summary does not purport to be complete, and is
subject to and qualified in its entirety by reference to the text
of the Amendment and form of Certificate of Designation for the
Series A Stock, which have been filed as exhibits to this Current
Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On March 15, 2017, we accepted the resignation of Joe Amato as a
director of the Company.
On March 15, 2017, the Board appointed Joseph J. Bianco to serve
as a director of the Company. As noted above, Mr. Bianco was
appointed to the Board to the Amendment, under which we also
agreed to issue him a warrant to purchase 2.5% of our Common
Stock on a fully-diluted basis, as described above. Other than as
set forth in preceding sentence, there are no arrangements or
understandings with Mr. Bianco to which he was appointed as a
director, or any related party transactions between the Company
and Mr. Bianco that are subject to disclosure under Item 404(a)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 4.1 |
Form of Certificate of Designation of the Series A Preferred Stock of the Registrant. |
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| 10.1 |
Letter Agreement Amending Binding Letter of Intent, dated as of March 1, 2017 and entered into March 10, 2017, among the Registrant, SM Funding Group, Inc., W-Net Fund I, LP and Steve Saleen |
About Saleen Automotive, Inc. (OTCMKTS:SLNN)
Saleen Automotive, Inc. (Saleen) is a vehicle design, engineering and manufacturing company. The Company designs, develops, manufactures and sells various vehicles built from base chassis of Ford Mustangs, Chevrolet Camaros, Dodge Challengers and Tesla Model S vehicles. The Company focuses on the mass customization of original equipment manufacturer (OEM) American sports and electric vehicles, and the production of the United States -engineered sports cars. The Company’s Saleen-branded products include a line of muscle and electric cars, automotive aftermarket specialty parts and lifestyle accessories. The Company focuses on developing an American supercar. The Company utilizes automobile manufacturers, such as Ford, Chevrolet, Dodge and Tesla platform vehicles for its electric vehicle production. The Company’s product line of American Supercars includes the Saleen 570 and 570X Challenger, the Saleen 302 and 302SC and S351X Mustang, and the Saleen 620 and 620X Camaro. Saleen Automotive, Inc. (OTCMKTS:SLNN) Recent Trading Information
Saleen Automotive, Inc. (OTCMKTS:SLNN) closed its last trading session down -0.00010 at 0.00030 with 18,243,199 shares trading hands.