8-K 1 v047241_8-k.htm Unassociated Document
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):
July 9, 2006
 
NaturalNano, Inc.
(Exact name of registrant as specified in its charter)
         
Nevada
  
000-49901
  
87-0646435
(State or other jurisdiction
  
(Commission File No.)
  
(I.R.S. Employer
of incorporation)
      
Identification No.)

150 Lucius Gordon Drive, Suite 115
West Henrietta, New York 14586
(Address of principal executive offices)
 

(585) 214-8005
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 July 9, 2006, we entered into a Termination Agreement with SBI Brightline XIII, LLC (“SBI”) terminating the Stock Purchase Agreement dated March 30, 2006 between us and SBI and canceling the Warrant for the purchase of shares of our Common Stock which we had issued to SBI on March 30, 2006 in connection with the Stock Purchase Agreement.

Following execution of the Termination Agreement, on July 9, 2006 we entered into a new Stock Purchase Agreement with SBI. Pursuant to the new Stock Purchase Agreement, SBI is obligated to purchase, on the dates we elect, up to 15,321,154 shares of our Common Stock for an aggregate purchase price of $15,500,000. The shares are to be sold in eighteen tranches of various sizes at increasing per share purchase prices ranging from $0.75 to $1.30 (for a weighted average price of $1.01 per share). Except for the requirement to sell the tranches in order and the requirement that the resale of the shares be registered as described below, there is no limitation on when we may require SBI to purchase the shares included in any tranche. We are not required to sell any shares to SBI unless and until we make an election to do so. SBI is not obligated to purchase shares pursuant to the Stock Purchase Agreement unless the resale of the shares by SBI is covered by an effective registration statement under the Securities Act of 1933 and we are obligated under the Stock Purchase Agreement, as soon as practicable, but in any event within 120 days, to prepare and file with the Securities and Exchange Commission a registration statement on Form SB-2 or other applicable form for such purpose. The new Stock Purchase Agreement is identical in all material aspects to the March 30, 2006 Stock Purchase Agreement except that the new Stock Purchase Agreement increases from 10,500,000 to 15,321,154 the number of shares of our Common Stock that SBI is obligated to purchase and changes the weighted average purchase prices at which such shares will be issued (from $1.47 to $1.01 per share).

We expect to exercise our right to sell shares to SBI when and as we deem necessary to fund our ongoing business operations and development activities, based on our cash requirements, revenues from operations, third party research support, licenses and potential strategic investments, and the availability of debt or equity financing from other sources on more favorable terms. The shares will be issued and sold to SBI without registration under the Securities Act of 1933 pursuant to the exemption provided under Section 4(2) thereof and Rule 506 promulgated thereunder.

In connection with the new Stock Purchase Agreement, on July 9, 2006, we issued to SBI a Warrant for the purchase of up to 4,770,000 shares of our Common Stock at exercise prices ranging from $0.75 to $1.30. The material terms of the Warrant are described in Item 3.02 below.

The Termination Agreement is filed herewith as Exhibit 10.1 and the new Stock Purchase Agreement is filed herewith as Exhibit 10.2. The foregoing descriptions of the Termination Agreement and the new Stock Purchase Agreement are qualified in their entirety by reference to such Exhibits.

Item 3.02. Unregistered Sale of Equity Securities.

On July 9, 2006, in connection with the Stock Purchase Agreement described in Item 1.01 above, we issued to SBI a Warrant for the purchase of up to 4,770,000 shares of our Common Stock at exercise prices ranging from $0.75 to $1.30. The Warrant expires on March 30, 2009. The Warrant may not be exercised if, and to the extent that, immediately following such exercise the holder thereof would beneficially own 5% or more of our outstanding Common Stock. The Warrant may be exercised in cash or by cashless exercise (involving the surrender of a portion of the Warrant valued at the then-current market price of our Common Stock) in lieu of cash payment.
 
The Warrant was issued, and the shares issuable thereunder will be issued, without registration under the Securities Act of 1933 pursuant to the exemption provided under Section 4(2) thereof and Rule 506 promulgated thereunder.
 
The Warrant is filed herewith as Exhibit 4.1. The foregoing description of the Warrant is qualified in its entirety by reference to such Exhibit.
 
-2-

Item 9.01. Financial Statements and Exhibits.

(c)  
Exhibits.

Exhibit Number
  
Description of Exhibit
  Warrant for 4,770,000 shares of Common Stock issued to SBI Brightline XIII, LLC
 
Termination Agreement dated July 9, 2006 between NaturalNano, Inc. and SBI Brightline XIII, LLC
 
Stock Purchase Agreement dated July 9, 2006 between NaturalNano, Inc. and SBI Brightline XIII, LLC
 
  
 
 
 
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.
 
     
  NATURALNANO, INC.
 
 		  
 		  
 
Date:  July 10, 2006 By:   /s/ KATHLEEN A. BROWNE
 
 
Name:   Kathleen A. Browne
Title:     Chief Financial Officer


-3-