Current Report Filing (8-k)
18 Novembro 2019 - 6:24PM
Edgar (US Regulatory)
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 15, 2019
RENEWABLE
ENERGY & POWER, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-23731
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46-1294868
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(state or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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3395
W. Cheyenne Ave., Las Vegas, NV 89032
(address of principal executive offices) (zip code)
(702)
685-9524
(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))
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. ☒
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item
1.01 Entry into a Material Definitive Agreement.
On
October 9, 2019 the Company entered into a settlement agreement and stipulation (“Settlement Agreement”) with Trillium
Partners LP (“Trillium”) in connection with the settlement of $219,460 of bona fide obligations the Company owed to
certain of its creditors. The Settlement Agreement was subject to fairness hearing, and on November __, 2019 a Federal court in
the District of Maryland held a fairness hearing and granted approval of the Settlement Agreement. If the Settlement Agreement
is satisfied in full, the Company shall reduce the Company’s debt obligations equal to $219,460 in exchange for the issuance
of settlement shares of Company’s common stock pursuant to the terms of section 3(a)(10) of the Securities Act of 1933,
in multiple tranches, at a price equal to the lowest closing bid price for the common stock for the twenty trading days immediately
preceding the delivery of such tranche. At no time may Trillium beneficially own more than 9.99% of the Company’s outstanding
common stock.
The
foregoing is a summary of the terms of the Settlement Agreement and is qualified in its entirety by the Settlement Agreement attached
hereto and incorporated herein as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits: The following exhibits are filed with this report:
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.
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Date: November 18, 2019
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Renewable Energy & Power, Inc.
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By:
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/s/
Conrad Huss
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Name:
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Conrad
Huss
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Title:
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President
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2
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