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AMP HOLDING INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Financial Statements and Exhibits

May 28, 2014

Item 3.02 Unregistered Sales of Equity Securities.

Between the dates March 13, 2014 and May 23, 2014, AMP Holding Inc. (the "Company") entered into subscription agreements with several accredited investors (the "May 2014Accredited Investors") pursuant to which the May 2014Accredited Investors purchased an aggregate of 17,730,000 shares of the Company's common stock for an aggregate purchase price of $1,773,000, together with common stock purchase warrants to acquire an aggregate of 8,865,000 shares of common stock at $0.15 per share for a period of three years.

On May 23, 2014, the Company and investors that provided capital or loans in the amount of $1,169,300 (the "Conversion Amount") entered into Conversion Agreements pursuant to which the parties converted the Conversion Amount into an aggregate amount of 11,693,000 shares of common stock of the Company and Common Stock Purchase Warrants to acquire an aggregate amount of 5,846,500 shares of common stock of the Company. The Common Stock Purchase Warrants issued as part of the financing and conversion are exercisable for three years at an exercise price of $0.15.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act") for the private placement of the above 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 Subscription Agreement by and between AMP Holding Inc. and the May 2014Accredited Investors 4.2 Form of Warrant by and between AMP Holding Inc. and the May 2014Accredited Investors 4.3 Form of Conversion Agreement issued in May 2014 4.4 Form of Common Stock Purchase Warrant issued as part of the conversion in May 2014 2


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Source: Edgar Glimpses

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