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AMPD > SEC Filings for AMPD > Form 8-K/A on 2-Jul-2013All Recent SEC Filings

Show all filings for AMP HOLDING INC.



Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities

From March 13, 2013 through May 30, 2013, AMP Holding Inc. (the "Company") entered into subscription agreements with various accredited investors (the "March 2013 Accredited Investors") pursuant to which the March 2013 Accredited Investors purchased 20,750,000 shares of the Company's common stock (the "March 2013 Subscription Shares") for a purchase price of $4,150,000, together with common stock purchase warrants to acquire 10,375,000 shares of common stock at $0.40 per share for a period of three years (the "March 2013 Warrant" and together with the March 2013 Subscription Shares, the "March 2013 Securities").

The March 2013 Securities were offered and sold in a private placement transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 (the "Securities Act") and/or Rule 506 promulgated under the Securities Act. The March 2013 Accredited Investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01     Financial Statements and Exhibits

Exhibit No.   Description of Exhibit

10.1          Form of Subscription Agreement entered by and between AMP Holding
              Inn. and the May 2013 Accredited Investors (1)

10.2          Form of Common Stock Purchase Warrant issued to the May 2013
              Accredited Investors (1)

(1) Incorporated by reference to the Form 8-K Current Report as filed with the Securities and Exchange Commission on March 15, 2013

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