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GBSXE > SEC Filings for GBSXE > Form 8-K on 2-May-2013All Recent SEC Filings

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Form 8-K for GBS ENTERPRISES INC


2-May-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01. Entry into a Material Definitive Agreement.

On April 29, 2013, GBS Enterprises Incorporated, a Nevada corporation (the "Company"), entered into a Note Purchase and Security Agreement (the "Loan Agreement") with Stephen D. Baksa (the "Lender"). Pursuant to the Loan Agreement, the Company issued a secured promissory note, dated April 29, 2013 (the "Note"), to the Lender for the principal amount of $200,000.00, bearing an annual interest rate of 3% and maturing on June 30, 2013 or such other time as described in more detail in the Note, without any penalty for prepayment. To secure the obligations of the Company under the Note, the Company granted the Lender a first priority security interest in certain financial holdbacks and notes payable as more fully described in the text of the document. The Note contains customary provisions upon an Event of Default, as more fully described in the full text of the document.

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender two common stock purchase warrants (the "Warrants") pursuant to which the Lender is entitled to purchase 100,000 shares of common at an exercise price of $0.25 from May 1, 2013 until April 30, 2016. The Company issued the Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by
Section 4(2) promulgated under the Securities Act in light of that the issuance was isolated and did not involve a public offering of securities.

The foregoing descriptions of the Loan Agreement, the Note, and Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the documents, which are filed as Exhibits 10.1 through 10.3 hereto and incorporated by reference herein.

On April 29, 2013, the Company entered into a Note Purchase and Security Agreement (the "Loan Agreement") with Vitamin B Venture GmbH (the "Lender"). Pursuant to the Loan Agreement, the Company issued a secured promissory note, dated April 29, 2013 (the "Note"), to the Lender for the principal amount of $200,000.00, bearing an annual interest rate of 3% and maturing on June 30, 2013 or such other time as described in more detail in the Note, without any penalty for prepayment. To secure the obligations of the Company under the Note, the Company granted the Lender a first priority security interest in certain financial holdbacks and notes payable as more fully described in the text of the document. The Note contains customary provisions upon an Event of Default, as more fully described in the full text of the document.

In connection with the execution of the Loan Agreement, on April 29, 2013, the Company issued the Lender two common stock purchase warrants (the "Warrants") pursuant to which the Lender is entitled to purchase 100,000 shares of common at an exercise price of $0.25 from May 1, 2013 until April 30, 2016.

The Company issued the Warrants pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) promulgated under the Securities Act in light of that the issuance was isolated and did not involve a public offering of securities.

Joerg Ott, the Chairman of the Board of Directors, has voting and dispositive control over Vitamin B Venture GmbH and is deemed to be the beneficial owner of the securities described above.

The foregoing descriptions of the Loan Agreement, the Note, and Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the documents, which are filed as Exhibits 10.4 through 10.6 hereto and incorporated by reference herein.



Item 2.03. Creation of a Direct Financial Obligation.

The disclosure of the Loan Agreements and the Notes under Item 1.01 above is hereby incorporated by reference into this Item 2.03.



Item 3.02. Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item 9.01(d). Exhibits.



Exhibit
No.        Description
10.1       Secured Promissory Note, dated April 29, 2013, by and between GBS
           Enterprises Incorporated and Stephen D. Baksa

10.2       Common Stock Purchase Warrant, issued April 29, 2013, by GBS
           Enterprises Incorporated to Stephen D. Baksa

10.3       Common Stock Purchase Warrant, issued April 29, 2013, by GBS
           Enterprises Incorporated to Stephen D. Baksa

10.4       Secured Promissory Note, dated April 29, 2013, by and between GBS
           Enterprises Incorporated and Vitamin B Venture GmbH

10.5       Common Stock Purchase Warrant, issued April 29, 2013, by GBS
           Enterprises Incorporated to Vitamin B Venture GmbH

10.6       Common Stock Purchase Warrant, issued April 29, 2013, by GBS
           Enterprises Incorporated to Vitamin B Venture GmbH

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