art8k120808.htm
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: December 8,
2008
AMERIRESOURCE TECHNOLOGIES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
0-20033
|
84-1084784
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
3440 E. Russell Road, Suite
217, Las Vegas, Nevada 89120
(Address
of Principal Executive
Offices) (Zip
Code)
(702)
214-4249
(Registrant’s
Telephone Number, Including Area Code)
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:
[ ]
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
On
December 8, 2008, AmeriResource Technologies, Inc., (“Company”), a Delaware
corporation, and its subsidiaries, approved and entered into financing
agreements (“Agreements”) with NIR Group and its affiliated companies for short
term and long term financing through a Callable Convertible Secured Note in the
amount of $300,000 and a Securities Financing Agreement for an Equity Line in
the amount of $25,000,000 which is contingent upon the parties entering into the
Securities Financing Agreement and having an
effective S-1 Registration Statement with the Securities and Exchange
Commission.
The
Agreements also call for the assumption of debt in the amount of $12,466,968
through Callable Secured Convertible Notes that were previously owed by Midnight
Holdings Group, Inc. and are held by NIR Group and its affiliated companies, for
the issuance of Convertible Preferred Series A stock of Midnight Holdings Group,
Inc., that upon conversion into common stock will be equal to the amount of debt
being assumed by the companies.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
|
Description
|
|
|
10.01
|
Registration
Rights Agreement
|
10.02
|
Stock
Purchase Warrant - New Millennium Capital Partners III,
LLC
|
10.03
|
Stock
Purchase Warrant - AJW Partners, LLC
|
10.04
|
Stock
Purchase Warrant - AJW Partners, LLC
|
10.05
|
Stock
Purchase Warrant - AJW Master Fund, Ltd.
|
10.06
|
Stock
Purchase Warrant - AJW Master Fund II, Ltd.
|
10.07
|
Intellectual
Property Security Agreement
|
10.08
|
Security
Agreement
|
10.09
|
|
10.10
|
Securities
Purchase Agreement
|
10.11
|
Subsidiary
Guarantee
|
10.12
|
Debt
Assumption Agreement
|
10.13
|
Debt
Assumption Agreement
|
10.14
|
Debt
Assumption Agreement
|
10.15
|
Debt
Assumption Agreement
|
10.16
|
Debt
Assumption Agreement
|
10.17
|
TA
Instructions
|
10.18
|
Callable
Secured Convertible Note
|
10.19
|
Callable
Secured Convertible Note
|
10.20
|
Callable
Secured Convertible Note
|
10.21
|
Callable
Secured Convertible Note
|
10.22
|
Callable
Secured Convertible Note
|
SIGNATURES
Pursuant to the requirement of the
Securities Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated
this 12th day of
December, 2008.
|
|
AmeriResource
Technologies, Inc.
|
|
|
|
|
|
/s/
Delmar Janovec
|
|
By:
|
Delmar
Janovec, President
|