UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2014
Regal One Corporation (Exact name of registrant as specified in its charter)
Florida(State or other jurisdiction of incorporation)
814-00710(Commission File Number)
95-4158065(IRS Employer Identification No.)
P.O. Box 25610Scottsdale, Arizona(Address of principal executive offices)
Registrant’s telephone number, including area code: (310) 312-6888
N/A(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:
[ ] 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 Material Definitive Agreement.
On July 14, 2014, Regal One Corporation (the “Company”) and Princeton Capital Corporation, a wholly-owned subsidiary of the company (“Princeton” and together with the Company, the “Buyer”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Capital Point Partners, LP and Capital Point Partners II, LP (collectively, the “Partnerships”), pursuant to which the Partnerships have agreed to sell certain equity and debt investments of the Partnerships (the “Portfolio”).
The Asset Purchase Agreement also includes customary termination provisions including that, subject to the terms of the Asset Purchase Agreement, either party may terminate the Asset Purchase Agreement if the transaction has not been consummated by October 6, 2014, or if any governmental authority issues any order, injunction or judgment that restrains, enjoins or otherwise prohibits or makes the transaction illegal. Additionally, either party may terminate the Asset Purchase Agreement if the other party has materially violated or breached any representation, warranty, covenant, obligation or agreement which would reasonably be expected to cause any of the conditions to closing to not be satisfied prior to October 6, 2014, subject, in some cases, to the opportunity of the breaching party to cure such breach or violation.
The parties had earlier agreed that the closing would not occur prior to October 6, 2014, and had previously extended the termination provisions to December 31, 2014. The parties have again agreed that the closing will not occur by the revised deadline, and have therefore reset the customary termination provisions to February 27, 2015, and have allowed the Partnerships the right to unilaterally cancel prior to that date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Report:
Amendment to Asset Purchase Agreement, dated as of December 16, 2014
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.
Regal One Corporation
Dated: December 17, 2014
/s/ Charles J. Newman
Name: Charles J. Newman
Title: Chief Executive Officer, Chief Financial Officer, Secretary, and Director
(Principal Executive Officer)