Coronus Solar Inc.: Form 8-K - Filed by newsfilecorp.com
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)
November 5, 2013 (November 4, 2013)
CORONUS SOLAR INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other
jurisdiction of incorporation)
000-53697
(Commission File No.)
98-1090431
(I.R.S. Employer Identification
No.)
1100-1200 West 73rd Avenue
Vancouver, British
Columbia
Canada V6P 6G5
(Address of
principal executive offices and Zip Code)
604-267-7078
(Registrant’s telephone
number, including area code)
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 MATERIAL
DEFINITIVE AGREEMENTS.
As reported in our Form 8-K filed with the SEC on
September 30, 2013, effective September 1, 2013, we engaged Earthlight Solar
Inc. (“Earthlight”) as a consultant (the “Earthlight Engagement”), with
Earthlight providing us with advisory and consulting services (the “Earthlight
Services”) in respect of our solar photovoltaic (“PV”) business. Under the
Earthlight Engagement, we were to pay Earthlight CAD$10,000 per month for the
Earthlight Services. Mark Burgert, a control person of us, is the president and
a control person of Earthlight. We report today, effective November 4, 2013, we
amended the Earthlight Engagement (the “Amended Earthlight Engagement”). Under
the Amended Earthlight Engagement, we are to pay Earthlight CAD $10,000 per
month for the Earthlight Services, and will do so up to November 30, 2013.
Additionally, effective December 1, 2013, we are to pay Earthlight 10% of the
cash value received on the Redwood Debenture, in return for Earthlight
performing those certain development services in respect of the twelve
anticipated, utility-scale, solar PV projects under the Share Purchase and
Development Services Agreement, the closing of which we reported in our Form 8-K
filed with the SEC on September 30, 2013.
As reported in our Form 8-K filed with the SEC on
September 30, 2013, effective September 1, 2013, we engaged RenewTrek Solar Inc.
(“RenewTrek”) as a consultant (the “RenewTrek Engagement”), with RenewTrek
providing us with advisory and consulting services (the “RenewTrek Services”) in
respect of our solar PV business. Under the RenewTrek Engagement, we were to pay
RenewTrek CAD$10,000 per month for the RenewTrek Services. Jeff Thachuk, our
president, principal executive officer, secretary, treasurer, principal
financial officer, principal accounting officer, and a member of our board of
directors, is the president and a control person of RenewTrek. We report today,
effective November 4, 2013, we amended the RenewTrek Engagement (the “Amended
RenewTrek Engagement”). Under the Amended RenewTrek Engagement, we are to pay
RenewTrek CAD $10,000 per month for the RenewTrek Services, and will do so up to
November 30, 2013. Additionally, effective December 1, 2013, we are to pay
RenewTrek 10% of the cash value received on the Redwood Debenture, in return for
RenewTrek performing those certain development services in respect of the twelve
anticipated, utility-scale, solar PV projects under the Share Purchase and
Development Services Agreement, the closing of which we reported in our Form 8-K
filed with the SEC on September 30, 2013. As a director of our company, Mr.
Thachuk declared his interest in the transaction and abstained from voting on
the approval of the Amended RenewTrek Engagement.
ITEM 2.03 CREATION OF A DIRECT
FINANCIAL OBLIGATION.
As disclosed above under Item 1.01, effective
September 1, 2013, under the Amended Earthlight Engagement, we are to pay
Earthlight CAD $10,000 per month for the Earthlight Services, and will do so up
to November 30, 2013. Additionally, effective December 1, 2013, we are to pay
Earthlight 10% of the cash value received on the Redwood Debenture, in return
for Earthlight performing those certain development services in respect of the
twelve anticipated, utility-scale, solar PV projects under the Share Purchase
and Development Services Agreement.
As disclosed above under Item 1.01, effective
September 1, 2013, under the Amended RenewTrek Engagement, we are to pay
RenewTrek CAD $10,000 per month for the RenewTrek Services, and will do so up to
November 30, 2013. Additionally, effective December 1, 2013, we are to pay
RenewTrek 10% of the cash value received on the Redwood Debenture, in return for
RenewTrek performing those certain development services in respect of the twelve
anticipated, utility-scale, solar PV projects under the Share Purchase and
Development Services Agreement.
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ITEM 7.01 REGULATION FD
DISCLOSURE.
As disclosed above under Item 1.01, we announced
today our entry into the Amended Earthlight Engagement and our entry into the
Amended RenewTrek Engagement, inclusive of the financial obligations in relation
thereto.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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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.
Dated this 5th day of November, 2013.
CORONUS SOLAR INC.
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BY: |
JEFFERSON THACHUK |
| |
|
Jefferson Thachuk |
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|
President, Principal Executive
Officer, Principal |
| |
|
Accounting Officer, Principal
Financial Officer, |
| |
|
Secretary, Treasurer and a member
of the Board of |
| |
|
Directors |
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