Attached files
| file | filename |
|---|---|
| EX-4.1 - CFN Enterprises Inc. | ex4-1.htm |
| EX-4.2 - CFN Enterprises Inc. | ex4-2.htm |
| EX-10.3 - CFN Enterprises Inc. | ex10-3.htm |
| EX-10.5 - CFN Enterprises Inc. | ex10-5.htm |
| EX-10.4 - CFN Enterprises Inc. | ex10-4.htm |
| EX-10.1 - CFN Enterprises Inc. | ex10-1.htm |
| EX-10.2 - CFN Enterprises Inc. | ex10-2.htm |
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): May 6, 2010 (April 30,
2010)
ACCELERIZE
NEW MEDIA, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
000-52635
|
20-3858769
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
12121 WILSHIRE BLVD., SUITE
322 LOS ANGELES, CALIFORNIA 90025
(Address
of principal executive
offices) (Zip
Code)
(310) 903
4001
(Registrant's
telephone number, including area code)
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:
[ ] 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
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES.
|
On April
30, 2010 in connection with a private placement to a total of 21 accredited
investors, as defined in Rule 501 of Regulation D under the Securities Act of
1933, as amended, (the "Securities Act"), Accelerize New Media, Inc. (the
“Company”) issued a total of 7,455 units at a price
of $100 each. Each unit consists of 250 shares of the Company's
Common Stock and a 3-year Warrant to purchase up to an additional 250 shares of
Common Stock at an exercise price of $0.65 per share. The Warrants expire 3
years after the date of issuance.
The
Company raised an aggregate gross amount of $745,500. The Company paid an
aggregate amount of $72,155 in placement agent fees and issued 105,125 shares of
common stock and warrants to purchase up to an additional 45,625 shares of
common stock at an exercise price of $0.65 per share, to the placement agents,
pursuant to the terms of the private placement agreements.
The above
issuance was deemed to be exempt under Regulation D, Regulation S, and Section
4(2) of the Securities Act. No advertising or general solicitation was employed
in offering the securities. The offerings and sales were made to a limited
number of persons, all of whom were accredited investors and transfer was
restricted in accordance with the requirements of the Securities
Act.
This
Current Report on Form 8-K does not constitute an offer to sell, or a
solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction where such offering would be
unlawful.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
|
4.1
|
Form
of Subscription Agreement and Investor
Questionnaire.
|
|
4.2
|
Form
of Warrant.
|
|
10.1
|
Placement
Agent Agreement by and between the Company and Network 1 Financial
Securities, Inc., dated August 14, 2009, as amended on September 9,
2009.
|
|
10.2
|
Placement
Agent Agreement by and between the Company and Skybanc, Inc., dated
November 9, 2009.
|
|
10.3
|
Placement
Agent Agreement by and between the Company and Security Research
Associates, Inc., dated November 23,
2009.
|
|
10.4
|
Placement
Agent Agreement by and between the Company and Financial Life Planning
LLC, dated December 18, 2009, as amended on February 18,
2010.
|
|
10.5
|
Placement
Agent Agreement by and between the Company and Sandgrain Securities Inc.,
dated March 19, 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 hereunto
duly authorized.
|
Date:
May 6, 2009
|
ACCELERIZE
NEW MEDIA, INC.
By:
/s/ Brian Ross
Brian
Ross
President
and Chief Executive Officer
|