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 (Date of earliest event reported): November 28, 2005
PROTON LABORATORIES, INC.
Exact name of registrant as specified in its charter)
WASHINGTON 000-31883 91-2022700
State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1135 Atlantic Avenue, Suite 101, Alameda, CA 94501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 865-6412
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(b) under the Exchange Act (17
CFR 240.14a12(b))
[ ] 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.
Equity Line of Credit. Effective November 28, 2005, we entered into an
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Investment Agreement, which is an equity line of credit ("ELOC"), with Dutchess
Private Equities Fund, LP ("Dutchess"). The maximum amount of money that the
ELOC may provide to us over a 36 month period of time is $10,000,000. Over 36
months, commencing at such time as the registration statement is effective, we
may periodically deliver new issue registered shares of our common stock to
Dutchess who then delivers cash to us based on a fluctuating price per share of
our common stock. We are not obligated to request the entire $10,000,000. The
actual aggregate number of shares that we may issue pursuant to the Investment
Agreement is not determinable as it is based on the market price of our common
stock from time to time and how much funding we desire from time to time. We
have reserved 50 million shares for this transaction which we will register in
the near future pursuant to a ELOC's Registration Rights Agreement. The 50
million shares of stock represents the number of shares at a price of $0.20 per
share needed to fund $10 million.
We can commence drawing down on the ELOC at such time as the registration
statement is effective. Since only the Commission can order a registration
statement effective, we do not know when or if the registration statement will
become effective. For an equal amount of funding from time to time pursuant to
the ELOC, the number of shares we would issue to Dutchess would be greater
during times of our stock price being low, and conversely so during times when
our stock price is high. Pursuant to the ELOC, we are subject to penalties if
we fail to deliver stock to Dutchess after we request a draw down from the ELOC.
We have engaged USEuro Securities to act as our placement agent in connection
with the ELOC.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Direct Financial Obligation. Pursuant to the ELOC, we are subject to late
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fees if we fail to deliver stock to Dutchess after requesting a draw down from
the ELOC. These late fees vary based on the number of undelivered shares, if
any.
ITEM 9.01. Financial Statements And Exhibits.
(c) Exhibits.
Exhibit
Number Exhibit Title
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10.1 Investment Agreement
10.2 Registration Rights Agreement
10.3 Placement Agent Agreement
SIGNATURES
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.
PROTON LABORATORIES, INC.
November 29, 2005 (signed)
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/s/ Gary Taylor
Gary Taylor, President