Amended Current Report Filing (8-k/a)
25 Luglio 2022 - 1:14PM
Edgar (US Regulatory)
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2022-07-18
2022-07-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
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 18, 2022
BRAZIL
MINERALS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-55191 |
|
39-2078861 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
433 North Camden Drive
Suite 810
Beverly
Hills, CA
90210
(Address
of principal executive offices, including zip code)
(833)
661-7900
(Registrant’s
telephone number, including area code)
Not
applicable
(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 (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) |
Securities
registered pursuant to Section 12(b) of the Act: None
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. ☐
Explanatory Note
This Amendment No.1 is
being filed solely to correct an inadvertent typo.
Item
1.01. Entry into a Material Definitive Agreement.
On
July 18, 2022, the Company entered into an exchange agreement (the “Exchange Agreement”) with Warberg WF IX LP (“Warberg
IX”) and Warberg WF X LP (“Warberg X”) under which:
a) |
Warberg
IX elected to forgo cashless exercise and instead exercised on a cash basis part of its warrant agreement entered into on December
21, 2021, purchasing 20,000,000 shares of the common stock of the Company for $200,000; and |
|
|
b) |
Warberg
X elected to forgo cashless exercise and instead exercised on a cash basis the entirety of its warrant agreement originally entered
into on May 3, 2021, purchasing 26,100,000 shares of the common stock of the Company for $150,075; and |
|
|
c) |
Warberg
X elected to forgo cashless exercise and instead exercised on a cash basis the entirety of its warrant agreement originally entered
into on June 21, 2021, purchasing 8,695,652 shares of the common stock of the Company for $50,000; and |
|
|
d) |
the
Company issued to Warberg IX a new warrant agreement giving such entity the right to purchase up to 20,000,000 shares of the common
stock of the Company for three years at a price of $0.012 per share; and |
|
|
e) |
the
Company issued to Warberg X a new warrant agreement giving such entity the right to purchase up to 34,795,652 shares of the common
stock of the Company for three years at a price of $0.012 per share. |
The
Company believes that this Exchange Agreement was in its best interest as it completely eliminated the last collection of lower priced
warrants from its capital structure while at the same time secured it an additional cash infusion.
Item
3.02. Unregistered Sales of Equity Securities.
The
shares of common stock and warrants referred to herein were issued without registration pursuant an exemption afforded under
Section 4(a)(2) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
BRAZIL
MINERALS, INC. |
|
|
|
Dated:
July 25, 2022 |
By: |
/s/
Marc Fogassa |
|
Name: |
Marc
Fogassa |
|
Title: |
Chief
Executive Officer |
Grafico Azioni Brazil Minerals (QB) (USOTC:BMIX)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Brazil Minerals (QB) (USOTC:BMIX)
Storico
Da Giu 2023 a Giu 2024
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