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
August 31, 2015
Date of Report (Date of earliest event reported)
TRITON EMISSION SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-33309
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33-0953557
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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151 San Francisco St., Suite 201
San Juan, Puerto Rico
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00901
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(Address of principal executive offices)
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(Zip Code)
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1 (800) 648-4287
Registrant's telephone number, including area code
NOT APPLICABLE
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
On August 31, 2015, Triton Emission Solutions Inc. (the “Company”) entered into a loan agreement (the “Third KF Loan Agreement”) with KF Business Ventures, LP (the “Lender”). Robert C. Kopple, Chairman of the Company’s Board of Directors, is the principal of the Lender. The Third KF Loan Agreement is in addition to the $2,000,000 loan agreement entered into by the Company and the Lender on January 15, 2014 and as amended on March 10, 2014 and September 8, 2014, and to the $2,400,000 loan agreement entered into by the Company and the Lender on July 28, 2014.
Under the terms of the Third KF Loan Agreement, the Lender agreed to lend to the Company $200,000 in exchange for an unsecured Promissory Note. Outstanding principal under the Third KF Loan Agreement will bear interest at a rate of 6% per annum, compounded monthly, until the outstanding principal amount is paid in full. The loan is payable on demand, however not earlier than 90 days following execution of the Third KF Loan Agreement.
The foregoing description of the Third KF Loan Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement attached as exhibits hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit
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Description
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10.1
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Loan Agreement between Triton Emission Solutions Inc. and KF Business Ventures, LP dated August 31, 2015.
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99.1
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News Release.
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SIGNATURE
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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TRITON EMISSION SOLUTIONS INC.
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Date: September 4, 2015
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By:
/s/ Anders Aasen
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Name: Anders Aasen
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Title: Chief Executive Officer
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LOAN AGREEMENT
August 31, 2015
KF Business Ventures, LP
(the “Lender”) with an address located at 10866 Wilshire Boulevard, Suite 1500, Los Angeles, California 90024, advanced
USD$200,000
(the “Principal Sum”) to Triton Emission Solutions Inc. (the “Borrower”) with the registered address at 151 San Francisco St, Suite 201, San Juan, PR 00901. The Lender advanced the funds on August 31, 2015.
The Principal Sum is to accumulate interest at the rate of 6% per year compounded monthly (the “Interest”) from August 31, 2015. In addition, The Borrower acknowledges that it will be obligated to repay any costs that the Lender may incur in trying to collect the Principal Sum and the Interest.
The Lender acknowledges that the Principal Sum together with accrued interest is to be repaid not earlier than 90 days following the execution of the Loan Agreement.
The Borrower will evidence the debt and the repayment of the Principal Sum and the Interest with a promissory note in the attached form.
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LENDER
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BORROWER
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KF Business Ventures, LP
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Triton Emission Solutions Inc.
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Per:
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/s/ Robert Kopple
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/s/ Anders Aasen
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By: Robert Kopple
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By: Anders Aasen, CEO
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PROMISSORY NOTE
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Principal Amount:
USD$200,000
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August 31, 2015
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FOR VALUE RECEIVED
Triton Emission Solutions Inc., (the “Borrower”) of 151 San Francisco St, Suite 201, San Juan, PR 00901 promises to pay not earlier than 90 days following execution of this Promissory Note to the order of KF Business Ventures, LP
(the “Lender”) with an address located at 10866 Wilshire Boulevard, Suite 1500, Los Angeles, California 90024, the sum of USD$200,000 (the “Principal Sum”) together with the accumulated Interest.
For the purposes of this promissory note, Interest Rate means six (6) per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.17% per annum calculated monthly), and is payable together with the Principal Sum not earlier than 90 days following execution of this Promissory Note.
The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.
BORROWER
Triton Emission Solutions Inc.
Per:
/s/ Anders Aasen
By: Anders Aasen, CEO
![[DSOX_EX991002.GIF]](https://content.edgar-online.com/edgar_conv_img/2015/09/04/0001393905-15-000447_DSOX_EX991002.GIF)
Triton Emission Solutions Inc. Arranges Bridge Financing with KF Business Ventures, LP
SAN JUAN, PUERTO RICO - (Newsfile - September 4, 2015) - Triton Emission Solutions Inc. (OTCQB: DSOX) (“Triton” or the “Company”) is pleased to announce a bridge financing with KF Business Ventures, LP of which, Robert Kopple, the chairman of the Company’s Board of Directors, is the principal.
According to the terms of the bridge financing, KF Business Ventures, LP agreed to lend the Company $200,000 in exchange for a non-secured promissory note accumulating interest at 6% per annum compounded monthly. The loan will become due and payable on demand however, not earlier than 90 days following execution of the bridge financing.
For additional information on the terms of the bridge financing please refer to Form 8-K filed by the Company with the Securities and Exchange Commission on September 4, 2015.
About Triton Emission Solutions Inc.:
Triton Emission Solutions Inc. develops and markets environmental and pollution emission control solutions to a worldwide market.
Triton Emission Solutions Inc.’s proprietary DSOX-15 and DSOX-20 Fuel Purification Systems, and the Company’s exhaust gas scrubber technology, NJORD, are cost-effective technologies designed to reduce harmful chemical emissions into the ocean and atmosphere in an effort to meet the increased emissions regulations that came into effect on January 1, 2015. These technologies are currently aimed at the maritime industry which includes vessels for cruise-line, freight shipping and tanker companies and can be installed during normal vessel operation without the need to use expensive dry dock time. These technologies have worldwide applications that are not limited to the maritime industry.
On behalf of the Board of Directors, Anders Aasen, Chief Executive Officer.
For further information about Triton Emission Solutions Inc. please visit the Company's website at www.tritoninc.com or contact us at 561-440-DSOX.
Forward Looking Statements
This press release may contain forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that Triton Emission Solutions Inc. expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in Triton Emission Solutions Inc.’s Quarterly and Annual Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of Triton Emission Solutions Inc.’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Triton Emission Solutions Inc.’s forward-looking statements. Except as required by law, Triton Emission Solutions Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Triton Emission Solutions Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.
SOURCE Triton Emission Solutions Inc.