Attached files
| file | filename |
|---|---|
| EX-10.2 - Oxford City Football Club, Inc. | v178660_ex10-2.htm |
| EX-10.1 - Oxford City Football Club, Inc. | v178660_ex10-1.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): March 18,
2010
Commission
File No. 333-153294
SMART KIDS GROUP,
INC.
(Exact
name of small business issuer as specified in its charter)
|
Florida
(State
or other Jurisdiction of
Incorporation
or Organization)
|
05-0554762
(I.R.S.
Employer
Identification
No.)
|
|
515
Old Santa Fe Trail PMB 435
Santa
Fe, NM
|
87505
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Issuer’s Telephone
Number: (505)
577-7918
Not
Applicable
(Former
name or former address, if changed since last report.)
With
Copies to:
Virginia
K Sourlis, Esq.
The
Sourlis Law Firm
214 Broad
Street
Red Bank,
New Jersey 07701
Telephone:
(732) 530-9007
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
On March
18, 2010, Smart Kids Group, Inc. (the “Company”), a Florida corporation (OTCBB:
SKGP) (the “Company”) , entered into a drawdown equity financing agreement and
registration rights agreement (collectively the “Agreements”) with Auctus
Private Equity Fund, LLC (“Auctus”).
In
accordance with the Agreements, Auctus has committed, subject to certain
conditions, to purchase up to $10 million of the Company’s Common stock, par
value $0.0001, over a term of up to two years. Although the Company is not
mandated to sell shares under the Agreements, the Agreements give the Company
the option to sell to Auctus shares of Common Stock 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 delivery 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 amount of Common Stock
that the Company can sell pursuant to any Notice is the greater of: (i) an
amount of shares with an aggregate maximum purchase price of $250,000 or (ii)
200% of the average daily trading volume based on 20 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 and are freely tradable in accordance
with the Federal securities laws, including the Securities Act of 1933, as
amended. The Company is obligated to file with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-1 within 90 days from
the date of the Agreements and to use all commercially reasonable efforts to
have such registration statement declared effective by the SEC within 120 days
of filing.
The
Company has agreed to pay Auctus an aggregate amount of $15,000 as an
origination fee with respect to the transaction.
| ITEM 9.01 | Exhibits | |
|
Exhibit
10.1
|
Drawdown
Equity Financing Agreement between Smart Kids, Inc. and Auctus Private
Equity Fund, LLC dated March 18, 2010
|
|
|
Exhibit
10.2
|
Registration
Rights Agreement between Smart Kids, Inc. and Auctus Private
Equity Fund, LLC dated March
18, 2010.
|
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 thereunto
duly authorized.
|
SMART
KIDS GROUP, INC.
|
||
|
Date:
March 26, 2010
|
By:
/s/ PAUL ANDREW RUPPANNER
|
|
|
Name:
Paul Andrew Ruppanner
Title:
President, Chief Executive Officer and Director
(Principal
Executive Officer, Principal Financial and
Accounting
Officer)
|