Current Report Filing (8-k)
March 13 2023 - 5:01AM
Edgar (US Regulatory)
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0001725516
2023-03-06
2023-03-06
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iso4217:USD
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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): |
March
6, 2023 |
RENEWABLE
INNOVATIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55875 |
|
82-3254264 |
(State
or other
jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
588 West 400 South, Suite 110
Lindon, UT 84042
(Address of principal executive offices) (zip code)
(801) 406-6740
(Registrant’s telephone number, including area code)
(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)) |
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 ☐
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. ☐
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
March 6, 2023 and March 7, 2023, we entered into a Securities Purchase Agreement, 10% Senior Secured Convertible Promissory Note, and
Common Stock Purchase Warrant with six (6) investors. Pursuant to the agreements, we issued promissory notes with an aggregate face value
of $630,000 and warrants to acquire an aggregate of 840,000 shares of our common stock at $1.00 per share. The promissory notes bear
interest at the rate of 10% per annum, are secured by our assets, and are convertible into our securities in a subsequent financing at
the lower of (a) 80% of the price in the subsequent financing, or (b) $0.75. If there is no conversion, the principal and all interest
is payable in 12 months. The warrants are exercisable for 3 years and the holder can utilize cashless exercise provisions only if there
is no effective registration statement covering the warrant shares in 12 months.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sale of Equity Securities.
The
issuances described in Section 1.01 were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.
Section
9 – Financial Statements and Exhibits.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
|
Renewable
Innovations, Inc. |
|
|
|
Dated:
March 10, 2023 |
/s/ Robert L. Mount |
|
By: |
Robert
L. Mount |
|
Its: |
Chief
Executive Officer |
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