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): February 23, 2012

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)

513-297-3640
(Registrant's telephone number, including area code)

Copies to:
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 23, 2012, AMP Holding Inc. (the “Company”), entered into Securities Purchase Agreements and Security Agreements with several accredited investors (the “February 2012 Investors”) providing for the sale by the Company to the February 2012 Investors of Secured Convertible Debentures in the aggregate amount of $450,000 (the "February 2012 Notes").  In addition to the February 2012 Notes, the February 2012 Investors also received common stock purchase warrants (the “February 2012 Warrants”) to acquire 450,000 shares of common stock of the Company. The February 2012 Warrants are exercisable for three years at an exercise price of $0.50.  The Company received the proceeds in connection with these financings between January 6, 2012 and January 31, 2012.

The February 2012 Notes mature one year from their respective effective dates (the "Maturity Dates") and interest associated with the February 2012 Notes is 10% per annum, which is payable on the Maturity Dates.  The February 2012 Notes are convertible into shares of common stock of the Company, at the February 2012 Investors’ option, at a conversion price of $0.50.  Upon the closing of any financing in an amount greater than $3,000,000 (the “Financing”), the Company, in its sole discretion, may require that the February 2012 Notes be converted into securities of the Company at the same terms of the Financing.  The February 2012 Notes and the February 2012 Warrants carry standard anti-dilution provisions but in no event may the conversion price be reduced below $0.25.  Further, the February 2012 Investors will have the right to participate in the next financing on a pro-rata basis up to $1,000,000.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder. The 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 Securities Purchase Agreement
     
4.2   Form of Secured Convertible Debenture
     
4.3   Form of Common Stock Purchase Warrant
     
4.4
  
Form of Security Agreement

 
 
 
 
 
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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: February 27, 2012       
By:
/s/ Paul V. Gonzales  
    Name: Paul V. Gonzales  
    Title: CFO  
       


                         
 
 
 
 
 
 
 
 
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