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): October 31, 2006
Element 21 Golf Company
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(Exact name of registrant as specified in its charter)
Delaware 000-15260 88-0218411
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Queens Quay East, Unit #1
Toronto, Ontario, Canada, M5A 4K9
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 800-710-2021
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Not Applicable
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(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 (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 a Material Definitive Agreement
As reported on a Form 8-K filed by Element 21 Golf Company (the
"Company") on August 3, 2006, the Company consummated a $4 million equity
financing on July 31, 2006 (the "Initial Closing Date") by entering into two
Series B Convertible Preferred Stock Subscription Agreements (each a
"Subscription Agreement" and collectively the "Subscription Agreements") with
each of Clearline Capital, LLC and Vladimir Goryunov (each a "Purchaser" and
collectively, the "Purchasers"). Each Subscription Agreement provides for the
sale by the Company to the applicable Purchaser of 117,648 shares of the
Company's Series B Convertible Preferred Stock, par value $0.10 per share (the
"Series B Preferred Stock"), and warrants to purchase an aggregate of 17,647,059
shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), in exchange for and in consideration of an aggregate investment by each
Purchaser of $2 million in cash, which amount is to be invested by each
Purchaser in two equal $1 million installments, the first of which occurred on
the Initial Closing Date and the second of which will occur at a subsequent
closing to occur on or before November 30, 2006 (the "Subsequent Closing," and
the date of such Subsequent Closing, the "Subsequent Closing Date"). In exchange
for each Purchaser's second $1 million installment, the Company will issue to
each Purchaser an additional 58,824 shares of Series B Preferred Stock and two
additional warrants (the terms of which are more fully described in the
Company's Form 8-K filed on August 3, 2006) to purchase an aggregate of an
additional 8,823,529 shares of Common Stock.
Pursuant to the Subscription Agreement, each Purchaser's obligation to
invest the second $1 million installment was conditioned upon the satisfaction
of the following condition: the Company was required to convert at least 80% of
the aggregate outstanding principal amount evidenced by those certain
convertible promissory notes issued by the Company between February 2006 and
July 31, 2006 (collectively, the "Promissory Notes") into shares of Common Stock
prior to the Subsequent Closing Date. On October 31, 2006, the Company entered
into an Addendum to Subscription Agreement with each of the Purchasers (each an
"Addendum" and collectively "Addenda"). Pursuant to each Addendum, each
Purchaser's obligation to invest the second $1 million installment is no longer
conditioned upon the Company's conversion of at least 80% of the aggregate
outstanding principal amount evidenced by the Promissory Notes into shares of
Common Stock prior to the Subsequent Closing Date. Each Addendum amends Section
4(i) of each Subscription Agreement to reduce the percentage of required
conversions of the Promissory Notes to 0%, which effectively removes any
preconditions to the investment of the second $1 million installment by each
Purchaser by November 30, 2006.
The above description of the Addenda is qualified in its entirety by
the text of the form of Addendum filed as an exhibit to this current report as
Exhibit 10.1 and is incorporated into this current report by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit Number Description
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10.1 Form of Addendum to Subscription Agreement dated as of
October 31, 2006
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.
Date: November 6, 2006 ELEMENT 21 GOLF COMPANY
By: /s/ NATALIYA HEARN
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Name: Nataliya Hearn
Title: President
Exhibit Index
Exhibit Number Description
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10.1 Form of Addendum to Subscription Agreement dated as of
October 31, 2006