SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2015
AMP HOLDING INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53704 | 26-1394771 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
100 Commerce Drive, Loveland, Ohio 45140
(Address of principal executive offices) (zip code)
513-360-4704
(Registrant's telephone number, including area code)
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
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 (see General Instruction A.2. below):
[ ] 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 |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On February 26, 2015 through April 2, 2015, AMP Holding Inc. (the “Company”) entered into subscription agreements with accredited investors (the “2015 Accredited Investors”) pursuant to which the 2015 Accredited Investors purchased an aggregate of 2,709,840 shares of the Company’s common stock (the “2015 Subscription Shares”) for an aggregate purchase price of $785,854.
The 2015 Subscription Shares were offered and sold to the 2015 Accredited Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The 2015 Accredited Investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.
The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description of Exhibit | |
| 4.1 | Form of Subscription Agreement by and between AMP Holding Inc. and the 2015 Accredited Investors (1) |
| (1) | Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on March 9, 2015. |
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.
| AMP HOLDING INC. | ||
| Date: April 6, 2015 | ||
| By: | /s/ Julio Rodriguez | |
| Name: Julio Rodriguez Title: CFO | ||
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