|EX-10.1 - EX-10.1 - VIASPACE Inc.||exhibit1.htm|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|Date of Report (Date of Earliest Event Reported):||November 27, 2012|
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|of incorporation)||File Number)||Identification No.)|
|382 N. Lemon Ave., Ste. 364, Walnut, California||91789|
(Address of principal executive offices)
|Registrants telephone number, including area code:||626-768-3360|
Former name or former address, if changed since last report
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:
[ ] 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 into a Material Definitive Agreement.
On November 27, 2012, Kevin Schewe, Director of the Registrant, made a $20,000 loan to the Registrant in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012. In the Loan Agreement, Schewe agreed, subject to satisfaction of certain conditions, including among other things, Schewe’s satisfaction with the use proceeds of past loans, to provide loans of up to $1,000,000 as required by the Registrant for a five-year period. The loans would be evidenced by a Secured Convertible Note. The loans accrue interest at 6% per annum and are secured by all assets of the Registrant. At Schewe's election, the notes are convertible into shares of Registrant common stock at a price equal to 80% of the average closing price of the Registrant's common stock for the 20 trading days immediately preceeding the date of the loan. Each note matures on the second anniversary of the issuance date of such note. If Schewe chooses to convert, the $20,000 loan made on November 27, 2012 would convert into 1,941,748 shares of Registrant common stock at a common stock price of $0.0103 per share.
Including the newest loan, Schewe has made cumulative loans to the Registrant totaling $105,000 since the execution of the Loan Agreement.
The Note for the loan on November 27, 2012 is attached hereto as Exhibit 10.1.
Notice of Conversion
On November 28, 2012, Kevin Schewe, Director of the Registrant, in conjunction with the Loan Agreement entered into with the Registrant on September 30, 2012, converted $20,000 of loans that he previously made to the Registrant into shares of Registrant common stock.
Schewe had made a $20,000 loan to the Registrant on November 27, 2012. The $20,000 loan owed to him converted into 1,941,748 shares of Registrant common stock at a conversion price of $0.0103 per common share.
Item 3.02 Unregistered Sales of Equity Securities.
On November 28, 2012, the Registrant issued 1,941,748 shares of Registrant common stock to Kevin Schewe, Director of the Company. The shares were issued related to the conversion by Schewe of one convertible note as discussed in detail in Item 1.01. The Registrant relied upon Section 4(2) of the Securities Act of 1933, as amended, for the offer and sale of its stock. It believed that Section 4(2) was available because the offer and sale was not a public offering of its securities and there was not general solicitation or general advertising involved in the offer or sale.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Senior Secured Convertible Promissory Note dated November 27, 2012.
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.
|November 29, 2012||By:||
Stephen J. Muzi
|Name: Stephen J. Muzi|
|Title: Chief Financial Officer|
|Senior Secured Convertible Promissory Note dated November 27, 2012 between Registrant and Kevin Schewe|