UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 5, 2018

 

PROGREEN US, INC.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   000-25429   59-3087128
(State or Other Jurisdiction   (Commission   ( I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

2667 Camino del Rio South, Suite 312, San Diego, CA   92108-3763
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (619) 487-9585

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
[  ] 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))

 

 

 

 
 

 

ITEM 1.01. Entry Material Definitive Agreement.

 

On December 31, 2017, the Company issued to American Residential Fastigheter AB, a Swedish corporation (“AMREFA”), its 7% Promissory Note in the principal amount of $1,427,262.10 (the “Note”), in redemption of all outstanding shares of the Company’s Series B Convertible Preferred Stock held by AMREFA.

 

We have entered into a Note Modification Agreement, dated as of December 5, 2018 (the “Agreement”), with AMREFA, providing that Progreen and AMREFA have agreed to proceed with cancellation of the Series B Convertible Preferred Stock held by AMREFA to complete the redemption of said Stock; for waiver by AMREFA of any past defaults under the Note; that the entire principal amount of the Note shall be due and payable on the June 30, 2019 Maturity Date; and finally that Progreen shall provide for payment to AMREFA of all amounts due under the Note, as amended by the Agreement, from the proceeds of the Borrower’s bridge financing currently in progress.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number   Description of Exhibit
10.83   Note Modification Agreement, dated December 5, 2018, between the Company and American Residential Fastigheter AB.

 

 
 

 

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.

 

  PROGREEN US, INC.
     
Dated: December 12, 2018 By: /s/ Jan Telander
    Jan Telander, Chief Executive Officer

 

 
 


 

 

EXHIBIT 10.83

 

AMENDMENT TO PROMISSORY NOTE

 

AMENDMENT, DATED DECEMBER 5, 2018, TO 7% PROMISSORY NOTE, dated as of December 31, 2017, made by and between Progreen US, Inc., a Delaware corporation (the “Borrower”) and American Residential Fastigheter AB, a Swedish corporation (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.

 

WHEREAS, the Borrower and the Holder are parties to that certain 7% Promissory Note in the principal amount of $1,427,262, dated December 17, 2015 (the “Original Note”) issued by Borrower in redemption of the 8,534,625 shares of Series B Convertible Preferred Stock of Borrower (the “Series B Stock”) held by the Holder; and

 

WHEREAS, the Series B Stock has not been assigned by the Holder to the Borrower for cancellation, and on the stock books of Borrower Holder continues to be shown as the registered owner of the Series B Stock; and

 

WHEREAS, Article I of the Original Note provides that the principal amount of the Original Note is to be paid in installments on June 30, 2018, December 31, 2018 and June 30, 2018 (the latter date being referred to as the “Maturity Date”); and

 

WHEREAS, the Borrower and the Holder have agreed cancel the Series B Stock to complete the redemption of said Stock; to provide for waiver of any past defaults under the Original Note; that the entire principal amount of the Original Note shall be due and payable on the June 30, 2019 Maturity Date; and finally that the Borrower shall provide for payment to the Holder of all amounts due under the Original Note, as amended by this Agreement, from the proceeds of the Borrower’s Bridge Financing current in progress; and

 

WHEREAS, in accordance with the terms and conditions of the Original Note, the Borrower and the Holder hereby approve the amendment of the Original Note as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

 

1. By their respective execution of this Agreement, the Borrower and the Holder agree that Article I, Section 1.1 of the Original Note is hereby amended to read in its entirety as follows:

 

“All principal and accrued interest shall be paid in full on or before June 30, 2019 (the “Maturity Date”).”

 

 
 

 

  2. The Holder waives all defaults of Borrower, whether resulting from Borrower’s failure to make principal payments required under the terms of the Original Note, or otherwise under the Original Note, that may have occurred prior to the date of this Agreement; provided, that the Holder’s conversion rights under Section 2.3 of the Original Note upon the occurrence of an Event of Default (as defined in the Original Note) shall not be affected by this waiver and shall remain in full force and effect as provided in the Original Note.

 

3. The Holder shall advise Issuer Direct Corporation, the Transfer Agent for the Series B Stock, that the holder consents to cancellation of the Series B Stock and the removal of the Series B Stock from the stock records of the Borrower and has no further claim to the shares of Series B Stock.

 

4. The Borrower agrees to provide for payment to the Holder of all amounts due under the Original Note, as amended by this Agreement, as of the date of payment of such amounts, from the proceeds received by Borrower at the closing of the Borrower’s Bridge Financing currently in progress.

 

5. Except as expressly provided herein, the Original Note shall continue in full force and effect.

 

  PROGREEN US, INC.
     
  By: /s/ Jan Telander
  Name: Jan Telander
  Title: CEO/Chairman
     
  American Residential Fastigheter AB
     
  By: /s/ Michael Lindstrom
  Name: Michael Lindstrom
  Title: CEO