Natcore Technology Inc (NTCXF)

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NTCXF SEC Filings
NATCORE TECHNOLOGY INC. FORM 6-K (Report of Foreign Issuer)
Filed 07/21/15 for the Period Ending 07/15/15

http://secfilings.com/searchresultswide.aspx?link=1&filingid=10816107

Investment Agreement,On July 15, 2015, the Company entered into an Investment Agreement (the “Investment Agreement”) and Registration Rights Agreement (the “Registration,Rights Agreement”) with Dutchess Opportunity Fund, II, LP (“Dutchess”).
Pursuant to the Investment Agreement, Dutchess committed to purchase, subject to,certain restrictions and conditions, up to $10 million of the Company’s Common Stock upon issuance by the company of a Put to Dutchess at a price equal to,ninety five percent (95%) of the lowest daily VWAP (volume weighted average price) of the Company’s Common Stock during the five (5) consecutive Trading,Days beginning on the Put Notice Date and ending on and including the date that is four (4) Trading Days after such Put Notice Date.
The Put Amount shall be,equal to up to either 1) two hundred percent (200%) of the average daily volume (U.
S.
market only) of the Common Stock for the three (3) Trading Days prior to,the applicable Put Notice Date, multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date; or 2) Two hundred and fifty,thousand dollars ($250,000).
The obligation of Dutchess to purchase the Company’s shares is contingent upon the Company’s filing of a registration statement,registering the shares of the Company’s Common Stock with the US Securities and Exchange Commission and such registration statement being declared effective,,as well as the Company’s Common Stock continuing to be listed for trading, among other things.
There are no assurances that this registration statement will be,deemed effective, or that the Company will elect to take advantage of this opportunity.
,The aggregate purchase price of $10 million was arrived at through negotiations between the Company’s management and Dutchess.
While no assurances,can be provided that the Company will become profitable if the Company obtains this financing, the Company believes it can begin this process with the funds the,Company derives from the Dutchess financing.
,Dutchess is obligated to make purchases from the Company as the Company directs in accordance with the Investment Agreement.
There are no limitations,on use of proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the,Investment Agreement.
,The amount of each Put Notice shall be equal to up to either: (i) two hundred percent (200%) of the average daily volume (U.
S.
market only) of the Common,Stock for the three (3) trading days prior to the applicable date of the Put Notice, multiplied by the average of the three (3) daily closing prices immediately,preceding the Put Date; or (ii) two hundred thousand dollars ($200,000).
During the Open Period, the Company is not entitled to submit a Put Notice until the,Pricing Period for the prior Put has been completed.
The Open Period is defined as the period beginning on and including the trading day immediately following,the date that the SEC declares the registration statement covering the securities effective under the Securities Act and ending on the earlier to occur of (i) the date,which is thirty-six (36) months from the Effective Date; or (ii) termination of the Investment Agreement.
The Pricing Period is defined as the five (5) consecutive,Trading Days beginning on the Clearing Date and ending on and including the date that is four (4) Trading Days after such Clearing Date.
Additionally, the,Company has the right to specify a suspension price for that put.
If the price of the Company’s Common Stock falls below that suspension price, the put is,temporarily suspended.
It resumes if and when the price of the Company’s Common Stock is above the suspension price, provided the dates for the Pricing Period,for that particular put are still valid.
If the Pricing Period has been completed, any shares above the suspension price due to Dutchess shall be sold to Dutchess at,the suspension price.
,Registration Rights Agreement,Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file one or more registration statements with the SEC to register the,resale by Dutchess of shares of Common Stock issued or issuable under the Investment Agreement.
In addition, the Company is obligated to use all commercially,reasonable efforts to have the registration statement remain effective by the SEC as provided for in the Investment Agreement.
,This Report of Foreign Private Issuer on Form 6-K shall not constitute an offer to sell, the solicitation of an offer to buy, nor shall there be any sale of these,securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
,The foregoing summary of the Investment Agreement with Dutchess does not purport to be complete and is qualified by reference to the Investment,Agreement and the Registration Rights Agreement, copies of which have been filed as exhibits hereto.
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