Attached files
| file | filename |
|---|---|
| EX-4.6 - DRAWDOWN EQUITY FINANCING AGREEMENT - ISLAND BREEZE INTERNATIONAL, INC. | ibii8k20100127ex4-6.htm |
| EX-4.7 - REGISTRATION RIGHTS AGREEMENT - ISLAND BREEZE INTERNATIONAL, INC. | ibii8k20100127ex4-7.htm |
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): January 27,
2010
ISLAND
BREEZE INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53452
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27-1742696
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1001
North America Way, Suite 201
Miami,
Florida
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33132
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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305-416-6402
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N/A
(Former
name or former address, if changed since last report.)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01. Entry into a Material Definitive Agreement
Island
Breeze International, Inc. (the “Company”), a Delaware corporation whose Class A
Common Stock trades on the OTC Bulletin Board under the symbol IBII, entered
into a drawdown equity financing agreement and registration rights agreement
(the “Financing Agreement”) with Auctus Private Equity Fund, LLC
(“Auctus”).
Under the
terms of the agreement, Auctus has committed, subject to certain conditions, to
purchase up to $10 million of the Company’s Class A Common stock over a term of
three years. Although the Company is not obligated to sell shares
under the equity financing facility, the Financing Agreement gives
the Company the option to sell Auctus Class A Common Shares at a per share
purchase price of equal to 95% of the lowest closing bid price during
the five trading days following the Company’s deliver of notice to
Auctus (the “Notice”). At its option, the Company may set a floor
price under which Auctus may not sell the shares which were the subject of the
Notice. The maximum number of shares of Class A
Common Stock that the Company can include in any Notice is the greater of: (i)
shares with a purchase price of $150,000 or (ii) 200% of the average daily
trading volume based on ten days preceding the drawdown notice
date.
Auctus is
not required to purchase the shares, unless the shares which are subject to the
Notice have been registered for resale under the Securities Act of
1933. The Company is obligated to file a registration statement
within 90 days and to use all commercially reasonable efforts to have such
registration statement declared effective within 120 days of
filing.
The
Company issued and delivered 50,000 shares of its Class A Common Stock to Auctus
as an origination fee with respect to the subject transaction.
The
foregoing description of the Financing Agreement is qualified in its entirety by
reference to the full text of the Drawdown Equity Financing Agreement dated
January 25, 2010 and the Registration Rights Agreement dated January 25, 2010,
both of which are filed as Exhibits 4.6 and 4.7 to this Current Report
of Form 8-K and incorporated herein by reference.
The
information contained in this report, other than historical information,
consists of forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements may involve
risks and uncertainties that could cause actual results to differ materially
from those described in such statements. Such forward-looking statements involve
known and unknown risks and uncertainties, including all business uncertainties
relating to product development, marketing, market acceptance, future capital
requirements, competition in general and other factors that may cause actual
results to be materially different from those described herein as anticipated,
believed, estimated or expected. The Company is under no obligation
to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events
or otherwise.
ITEM 9.01 Exhibits
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4.6
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Drawdown
Equity Financing Agreement between Island Breeze International, Inc. and
Auctus Private Equity Fund, LLC dated January 25,
2010
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4.7
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Registration
Rights Agreement between Island Breeze International, Inc. and Auctus
Private Equity Fund, LLC dated January 25,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ISLAND
BREEZE INTERANTIONAL, INC.
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Date: January
27, 2010
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By:
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/s/ Steven
G. Weismann
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Steven
G. Weismann, Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description of
Exhibit
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4.6
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Drawdown
Equity Financing Agreement
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4.7
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Registration
Rights Agreement
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