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BOPO > SEC Filings for BOPO > Form 8-K on 3-Jul-2013All Recent SEC Filings

Show all filings for BIOPOWER OPERATIONS CORP

Form 8-K for BIOPOWER OPERATIONS CORP


3-Jul-2013

Unregistered Sale of Equity Securities, Other Events


Item 3.02. Unregistered Sales of Equity Securities

On June 25, 2013, the board of directors of BioPower Operations Corporation ("BioPower" or the "Company") approved the issuance of a total of 60,311,833 restricted shares of common stock, par value $0.0001 per share, in connection with an offering of shares at $0.012 per share at fair market value as of June 11, 2013, the offering date. The shares were issued pursuant to the receipt of cash from the offering, conversion of notes, accrued expenses, accrued interest, a consulting arrangement owed by the Company for business development services over the next 12 months and stock grants to our CEO and Director. The total value of the shares issued at $0.012 is equal to $723,742.00 and was received through June 21, 2013. The total shares of common stock outstanding after these shares are issued is 152,048,084.

$12,900.00 was received in cash for 1,075,000 restricted shares of common stock at $0.012 per share. The Company also accepted the conversion of $314,698.00 from unrelated parties of notes payable, accrued expenses, accrued interest expense, consulting fees for business development and outside director's fees which were converted to 26,224,834 restricted shares of common stock at $0.012 per share. $396,144.00 of related party transactions was converted to 33,012,000 shares of restricted common stock at $0.012 per share.

Our CEO converted $40,500 in a note payable, $1950.00 of accrued interest and $53,694.00 of accrued expenses for a total conversion of $96,144.00 for 8,012,000 restricted shares of common stock at $0.012 per share and our Director and director of business development and strategy converted $60,000.00 in accrued expenses for 5,000,000 restricted shares of common stock at $0.012 per share. Our CEO and Director of business development and strategy were each issued a stock grant at $0.012 of 10,000,000 restricted shares of common stock or $120,000 each in exchange for continuing to work without being paid their full salary and as an additional inducement for the conversion of a note, accrued expenses and accrued interest.

      Name                Consideration             Value          Price/Sh.          Shares
Andrew W. Parks    Cash Offering                 $   1,800.00     $      0.012          150,000
Benjamin Zager     Cash Offering                 $   1,200.00     $      0.012          100,000
David Samuels      Cash Offering                 $   3,600.00     $      0.012          300,000
Bruce Samuels      Cash Offering                 $   1,200.00     $      0.012          100,000
Rafael Katz        Cash Offering                 $   2,700.00     $      0.012          225,000
Joseph Schon       Cash Offering                 $   2,400.00     $      0.012          200,000
                           Total Cash Offering   $  12,900.00                         1,075,000
                   Conversion of Directors
Michael Dinkes     Fees                          $   4,000.00     $      0.012          333,333
                   Conversion of Consulting
Michael Dinkes     Expense                       $   8,000.00     $      0.012          666,667
                   Conversion of Accrued
Robert Reiner      Interest                      $   1,894.00     $      0.012          157,833
Robert Reiner      Conversion of Notes Payable   $  83,306.00     $      0.012        6,942,167
                   Conversion of Accrued
Richard Reiner     Interest                      $   2,498.00     $      0.012          208,167
Richard Reiner     Conversion of Notes Payable   $ 125,000.00     $      0.012       10,416,667
                   Consulting Agreement -
Robert Reiner      Business Development          $  90,000.00     $      0.012        7,500,000
                       Total Non-Related Party
                                   Conversions   $ 314,698.00                        26,224,834
                   Conversion of Accrued
Robert Kohn        Expenses                      $  53,694.00     $      0.012        4,474,500
                   Conversion of Accrued
Robert Kohn        Interest                      $   1,950.00     $      0.012          162,500
Robert Kohn        Conversion of Note Payable    $  40,500.00     $      0.012        3,375,000
Robert Kohn        Stock Grant - CEO             $ 120,000.00     $      0.012       10,000,000
                   Conversion of Accrued
Bonnie Nelson      Expenses                      $  60,000.00     $      0.012        5,000,000
                   Stock Grant - Director of
Bonnie Nelson      Business Development          $ 120,000.00     $      0.012       10,000,000
                           Total Related Party
                                  Transactions   $ 396,144.00                        33,012,000
          TOTALS                                 $ 723,742.00     $      0.012       60,311,833

The shares of the Common Stock described above were not registered under the Securities Act of 1933 and are restricted securities. The Company relied upon the exemption provided in Regulation D, Rule 504 under Section 4(2) of the Securities Act of 1933 in connection with the issuance of these shares. The persons who acquired these shares were sophisticated investors and were provided full information regarding the Company's business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these shares acquired them for their own accounts. The certificates representing these shares will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the issuance of these shares.



Item 8.01 Other Events.

On Thursday, June 27, 2013, Dr. Marco A. Baez-Vasquez, was announced as the company's first Chief Scientist & Chief Technology Officer, effective June 24, 2013. Dr. Baez-Vasquez joins the Company after having tested and verified for commercialization purposes BioPower's licensed patented technology which converts plant biomass, farm and organic wastes into Class A fertilizer, ethanol and other bio-based products. After months of testing and satisfactory test results, Dr. Baez-Vasquez agreed to come on as the Company's Chief Scientist & Chief Technology Officer responsible for managing technology and technological innovation, transfer and sub-licensing, as well as directing partnerships and collaborations.

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