Attached files
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 1,
2010
CLICKER
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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0-32923
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33-0198542
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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18952
MacArthur Blvd, Suite 210, Irvine, CA 92612
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (949) 486-3990
Copy
of correspondence to:
Michael
Ference, Esq.
Thomas A.
Rose, Esq.
James M.
Turner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Tel: (212)
930-9700 Fax: (212) 930-9725
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered Sales of Equity Securities.
On February 1, 2010, CLICKER Inc. (the
“Company”) entered into an Exchange Agreement with Greystone Capital Partners,
Inc. (“Greystone”), pursuant to which Greystone exchanged a $491,400 promissory
note for a $491,400 convertible debenture (the “Debenture”). The
Debenture does not accrue interest and matures on February 1,
2011. Greystone has the right to convert all or a portion of the
principal into shares of common stock of the Company at a conversion price equal
to fifty percent (50%) of the average of the closing bid price of the
Company’s common stock (“Common Stock”) during the five (5) trading days
immediately preceding the conversion date as quoted by Bloomberg, LP (the
“Conversion Price”). Greystone’s right and obligation to convert the
Debenture and receive Common Stock is restricted such that Greystone’s
beneficial ownership shall not exceed 4.99% of the then issued and outstanding
shares of the Company’s Common Stock.
ITEM
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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10.01
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Exchange
Agreement, dated as of February 1, 2010, by and between CLICKER Inc. and
Greystone Capital Partners, Inc.
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10.02
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Form
of Convertible Debenture
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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.
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CLICKER
INC.
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Dated:
February 5, 2010
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BY:
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/s/ ALBERT AIMERS
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Albert
Aimers
Chief
Executive Officer
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