UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 20, 2019

PROGREEN US, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

000-25429

59-3087128

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2667 Camino del Rio South, Suite 312, San Diego, CA		92108-3763
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (619) 487-9585

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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 7.01. Regulation FD Disclosure.

Equity Investment in the Company

The Company has signed a subscription agreement dated March 20, 2019 with a private investor, pursuant to which the investor subscribed for the shares to be issued on conversion of the investor’s $50,500 investment in the Company in March 2019, at a conversion price of $0.0033 per share. This $50,500 investment is the same investment as the $50,000 advance referred to in Note 12 to the Company’s unaudited financial statements included in the Company’s quarterly report on Form 10-Q, filed March 25, 2019.

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.

	PROGREEN US, INC.

Dated: April 2, 2019	By:	/s/ Jan Telander
		Jan Telander, Chief Executive Officer

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