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): December 21, 2011

 

US Highland, Inc.

 (Exact name of Company as specified in its charter)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 21, 2011, US Highland, Inc., (the "Company") entered into a securities purchase agreement (the “Agreement”) with Craigstone Ltd. (“Craigstone”), a United Kingdom corporation, whereby the Company shall offer four (4) units (each a “Unit”).  Each Unit consists of a convertible promissory note (the “Note”) in the amount of two hundred fifty thousand dollars ($250,000) and a three (3) year warrant (the “Warrant”) to purchase two hundred fifty thousand (250,000) shares of the Company’s restricted common stock.  The Note earns simple interest accruing at ten percent (10%) per annum and is due on or before the twelfth month anniversary of the date of execution.

The above description of the Agreement is a brief summary only and is qualified in its entirety by the respective terms set forth therein. A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Current Report”).

 

Item 2.03              Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

 

The information set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

 

Item 3.02              Unregistered Shares of Equity Securities

 

The information provided in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

 

We issued all of the securities to one (1) non-US persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 9.01              Financial Statements and Exhibits.

 

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.