UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 30, 2014
eFleets Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 000-54357 | 26-2374319 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
7660 Pebble Drive, Fort Worth, Texas
(Address of principal executive offices) (zip code)
(817) 616-3161
(Registrant’s telephone number, including area code)
(Former name, 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 (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 into a Material Agreement. |
As previously reported in the Current Report on Form 8-K filed by eFleets Corporation (the “Company”) with the Securities and Exchange Commission on May 23, 2013, Good Earth Energy Conservation, Inc. (“Good Earth”), which is a wholly owned subsidiary of the Company, issued a number of 8% secured convertible promissory notes with an aggregate principal amount of $1,750,000 (the “Notes”) pursuant to a Note and Purchase Agreement dated April 10, 2012 (the “Note Agreement”).
As permitted by the Note Agreement, on September 30, 2014, the holders of more than fifty percent of the outstanding principal amount of the Notes consented to a deferral of the interest due on the notes until June 30, 2017 (the “Consent”).
The Notes were offered and sold in a private placement transaction made in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing information is a summary of the Notes and the Consent, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Notes and the Consent. The form of the Notes are attached as an exhibit to in the Current Report on Form 8-K filed by eFleets Corporation (the “Company”) with the Securities and Exchange Commission on May 23, 2013, and the form of the Consent is attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety. Readers should review the forms of the Notes and the Consent for a complete understanding of the terms and conditions associated with those transactions.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 99.1 | Consent of Noteholders dated September 30, 2014 |
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.
| eFLEETS CORPORATION | |||
| Dated: October 3, 2014 | By: | /s/ James R. Emmons | |
| Name: James R. Emmons | |||
| Title: Chief Executive Officer | |||
Exhibit 99.1
eFLEETS Corporation
7660 Pebble Dr.
Fort Worth, Texas, 76118
CONSENT
The undersigned are holders of more than fifty percent (50%) (the “Requisite Investors”) of the outstanding principal of 8% secured convertible promissory notes in the aggregate original principal amount of $1,750,000 due March 31, 2017 (the “Notes”) issued by eFLEETS Corporation (the “Company”) pursuant to a series of closings on April 10, 2012, April 15, 2012, May 8, 2012 and July 16, 2012. The Notes may be amended, waived or modified by a written instrument signed by the Requisite Investors and the Company.
The Company and the Requisite Investors have reached an agreement to extend the date on which interest payments are to be paid on the Notes as stated below:
1. The accrued interest on the Notes will remain open on the books of the Company and shall be deferred to a new maturity date of June 30, 2017. The Company shall make payments as follows:
(a) Consecutive cash flow positive quarters for the quarters ending September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015
(i) Initial two consecutive cash flow positive quarters: The Company shall pay 50% of the cash flow positive amount of its initial two consecutive cash flow positive quarters, if any, for the quarters ending September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015, to the extent practicable and legally permissible. The Company shall pay this amount within thirty days of public disclosure that the Company has achieved cash flow positive for the initial two consecutive cash flow positive quarters.
(ii) Three or four consecutive cash flow positive quarters: In the event that the Company achieves three or four consecutive cash flow positive quarters for the quarters ending September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015, the Company shall pay, in addition to the amounts set forth in 1(a)(i) and to the extent practicable and legally permissible, 50% of the cash flow positive amount for such third or fourth consecutive cash flow positive quarter, as applicable. The Company shall pay this amount within thirty days of public disclosure that the Company has achieved such third or fourth cash flow positive quarter, as applicable.
(iii) The payments shall be paid pro-rata to each creditor.
(iv) Aggregate payments under this Section 1(a) shall be capped at $300,000.
(b) Other cash flow positive quarters
(i) For the quarters ending September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015: If there are no consecutive cash flow positive quarters for the quarters ending September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015, the Company shall, to the extent practicable and legally permissible, pay a minimum of 10% of the aggregate accrued interest for any quarter of positive cash flow. The payments shall be paid pro-rata to each creditor on August 1, 2015.
(ii) For the quarters ending September 30, 2015 until the balances are paid in full: The Company shall, to the extent practicable and legally permissible, pay a minimum of 10% of the aggregate accrued interest for any quarter, consecutive or non-consecutive, of positive cash flow. The payments shall be paid pro-rata to each creditor within thirty days of public disclosure that the Company has achieved a cash flow positive quarter.
(c) The Company shall use its reasonable best efforts to make payments under Sections 1(a) and 1(b) until the accrued interest has been repaid in full.
2. Except as modified by this consent, ratify and reaffirm in each respect all of the covenants, terms and conditions of the Note and Warrant Purchase Agreement (the “Purchase Agreement”), the Notes, the warrants issued in connection with the Purchase Agreement and the Security Agreement entered into in connection with the Purchase Agreement, and all documents, instruments and agreements executed in conjunction therewith.
3. This agreement is effective on and as of September 30, 2014.
Executed in counterparts effective as of September 30, 2014.
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| The Company: | eFleets Corporation, | |
| A Nevada corporation | ||
| By: | /s/ James R. Emmons | |
| Name: Title: |
James R. Emmons Chief Executive Officer | |
| Agent for the Noteholders: | Fort Worth EV Investors L.L.C., | |
| A Texas limited liability company | ||
| By: | /s/ James K. Phelps | |
| Name: Title: |
James K. Phelps Authorized Signatory | |
| Noteholders: | Fort Worth EV Investors L.L.C., | |
| A Texas limited liability company | ||
| By: | /s/ James K. Phelps | |
| Name: Title: |
James K. Phelps Authorized Signatory | |