Form 8-K for CYCLONE POWER TECHNOLOGIES INC
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5-Mar-2014
Entry into a Material Definitive Agreement, Creation of a Direct F
ITEM 1.01 Entry into a Material Definitive Agreement
On February 28, 2014 (the "Closing Date") Union Capital LLC ("Union") entered into a Debt Purchase Agreement (the "Purchase Agreement") with TCA Global Credit Master Fund L.P. ("TCA"), pursuant to which Union purchased from TCA $100,000 in principal amount of debt owed to TCA from Cyclone Power Technologies, Inc. (the "Company") under a Senior Secured Redeemable Debenture, effective September 1, 2013 (the "Debenture"). Subsequent to the closing of the Purchase Agreement, the Company entered into a new 10% Convertible Redeemable Note (the "Note") with Union, due February 26, 2015, in the principal amount of $100,000.
The principal amount and interest of the Note can be converted to common stock of the Company immediately at a discount of 42% of the average two lowest closing prices for the Company's common stock in the previous ten day period. The Note was not registered under the Securities Act of 1933 (the Act) and was issued pursuant to an exemption from registration under Section 4(2) of the Act.
The descriptions of the Purchase Agreement and the Note set forth above are qualified in their entirety by reference to the full text of each such agreement, provided as Exhibits hereto.
