Attached files
| file | filename |
|---|---|
| EX-10.3 - Bizzingo, Inc. | v189750_ex10-3.htm |
| EX-10.2 - Bizzingo, Inc. | v189750_ex10-2.htm |
| EX-10.1 - Bizzingo, Inc. | v189750_ex10-1.htm |
| EX-10.4 - Bizzingo, Inc. | v189750_ex10-4.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)
|
May
31, 2010
|
|
Phreadz,
Inc.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Nevada
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000-52511
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98-0471052
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
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63
Main Street, #202, Flemington, New Jersey
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08822
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(Address
of principal executive offices)
|
(Zip
Code)
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Registrant’s
telephone number, including area code: (908) 968-0838
|
Atwood
Minerals & Mining Corp.
|
|
(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 (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))
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
|
|
1.
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Unit Purchase
Agreement. See Item 3.02
below.
|
|
2.
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Employment
Agreement. See Item 5.02
below.
|
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered
Sales of Equity Securities.
On May
31, 2010, we entered into a Unit Purchase Agreements with nine (9) accredited
investors pursuant to which Purchasers purchased 33.0425 Units at a Purchase
Price of $27,000 per Unit for an aggregate purchase price of
$892,147.34. The purchase price for the Units were paid via
assignment of certain outstanding promissory notes originally issued by our
subsidiaries Universal Database of Music USA, LLC and Phreadz USA,
LLC. In addition, one Purchaser also received the “right” with their
note to receive the equivalent amount of the face amount of such note in Units
with the consideration of the original Note. Each Unit purchased consisted of
(a) one hundred eighty thousand (180,000) shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”); (b) a Series A
Warrant (the “Series A Warrants”) to purchase ninety thousand
(90,000) shares of Common Stock at an exercise price of $0.30 per share; and (c)
a Series B Warrant (the “Series B Warrants”, together with the Series A
Warrants, the “Warrants”) to purchase ninety thousand (90,000) shares of Common
Stock at an exercise price of $0.60 per share. Accordingly, in total,
the Purchasers received 6,514,310 shares of Common Stock (the “Shares”); a
Series A Warrant to purchase 3,257,154 shares of Common Stock and a Series B
Warrant to purchase 3,257,154 shares of Common Stock. The shares of
Common Stock issuable upon exercise of the Warrants is referred to as the
“Warrant Shares.”
Under the
terms of Warrants, the Warrants are exercisable by any holder only to the extent
that the number of shares of common stock issuable pursuant to such securities,
together with the number of shares of common stock owned by such holder and its
affiliates (but not including shares of common stock underlying unconverted
shares of the note or unexercised portions of the warrants) would not exceed
4.99% of our then outstanding common stock as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended
To the
extent that at any time after December 8, 2011 the Warrant Shares are not
registered for resale (or if a registration statement is not effective), the
warrant holder may designate a "cashless exercise option." This
option entitles the Warrant holders to elect to receive fewer shares of common
stock without paying the cash exercise price. The number of shares to
be determined by a formula based on the total number of shares to which the
warrant holder is entitled, the current market value of the common stock and the
applicable exercise price of the Warrant.
The
Warrants are subject to redemption by the Company upon 30 days prior written
notice provided: (i) the Common Stock has traded at or above (A)
$0.90 per share for the Series A Warrants or (B) $1.80 per share for
the Series B Warrants during the 20 consecutive trading days prior to a written
notice of redemption by the Company; (ii) there is an effective registration
statement covering the resale of the shares of Common Stock underlying the
Warrants at the time of start of such 20 trading day period and through
redemption. The redemption price shall be $0.005 per Warrant. All holders of
Warrants will have the opportunity to exercise any such Warrant prior to the
date of redemption.
We relied
on the exemption from registration provided by Section 4(2) and/or Rule 506 of
the Securities Act of 1933, as amended, for the offer and sale of the Shares and
the Warrants.
The
paragraphs above describe certain of the material terms of the financing
transaction with the Purchaser. Such description is not a complete description
of the material terms of the financing transaction and is qualified in its
entirety by reference to the agreements entered into in connection with the
financing which are included as exhibits to this Current Report on Form
8-K.
2
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
15, 2010, our board of directors appointed Christine Domecq to serve as our
chief executive officer. Ms. Domecq’s employment shall commence on
July 5, 2010
We
entered into an employment agreement with Ms. Domecq. The agreement
provides for an annual base salary during the term of the agreement of $250,000,
subject to potential upwards adjustments at the discretion of the compensation
committee of the Board of Directors. Ms. Domecq is eligible to receive a bonus
of up to 100% of his then current base salary with 50% of such bonus to be
awarded at the discretion of the Board of Directors or the Compensation
Committee with the remaining 50% subject to achievement of milestones to be
established by Ms Domecq, the board of directors and the compensation
committee. Immediately upon our establishment of an employee stock
option plan, we agreed to grant Ms. Domecq an option to purchase 6,748,316
shares of our common stock. The option shall have an exercise price
equal to the fair market value of our common stock as of the date of the
employment agreement. These options shall vest as
follows: (1) 25% on July 5, 2011 and (2) the remaining
75% in 18 equal monthly installments beginning July 5,
2011.
The
agreement also contains the following material provisions: (i) reimbursement for
all reasonable travel (up to $1,000 per month) and other out-of-pocket expenses
incurred in connection with his employment; (ii) 25 paid vacation days and
holidays; (iii) medical, dental and life insurance benefits; (iv) a $500 per
month automobile allowance; and (v) a severance payment equal to 6
months of her current base salary plus payments of any amounts accrued and not
yet paid.
In
connection with Ms. Domecq’s employment agreement Ms. Domecq, entered into a
Restricted Stock Agreement. Ms. Domecq received 2,560,000 shares in a
third party transaction with a current stockholder, which stock is subject to
the terms and conditions of a Restricted Stock Agreement which provides that the
stock is subject to a right of repurchase in favor of the Company (“Right of
Repurchase”) at a price per share of $0.001. The Right of Repurchase
shall lapse with respect to the restricted stock as follows: (1) 25% on July 5,
2011 and (2) the remaining 75% in 18 equal monthly installments
beginning July 5, 2011.
Christina
Domecq will serve as our Chief Executive Officer effective July 5, 2010.
Ms. Domecq co-founded SpinVox Limited, a technology company specializing in
voice to text conversion, in 2003 where she was served as Chief Executive
Officer until its sale to Nuance Communications in December 2009. Ms.
Domecq has a Masters from Nôtre Dame University, a BA in Systematic Theology and
BSc in Economics from Boston College. Ms. Domecq has won a
number of awards for her entrepreneurship, including ‘The Young Entrepreneur of
the Year' and the ‘Science and Technology Entrepreneur of the Year’ from Ernst
& Young.
Concurrently
with Ms. Domecq’s effective date, Georges Daou resigned from his position as
Chief Executive Officer. His resignation was not based on any
disagreement with us on any matter relating to our operations, policies or
practices. Mr. Daou will continue to serve as the Chairman of our
board of directors.
Item
5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal
Year.
On June
16, 2010, we filed an amendment to our certificate of incorporation with the
Nevada Secretary of State to change our name to “Phreadz, Inc.” This
amendment was unanimously approved by our board of directors and by a majority
of our stockholders by written consent. An information statement on Form 14C
notifying shareholders of action taken by written consent was mailed to
shareholders (of record on April 28, 2010) on May 25, 2010.
On June
17, 2010, we received notice from FINRA/OTC Corporate Actions that the name
change will take effect at the open of business on June 17, 2010. As of
June 1, 2010, name change requests may or may not result in symbol
changes. FINRA/OTC Corporate Actions informed us that no new symbol
will be assigned in connection with the name change. Accordingly, our
symbol will remain “AWDM.OB” on the effective date. We have requested
a new symbol from FINRA in connection with the recent name change and as of the
date of this report, we have not received a final
determination. Should FINRA agree to assign a new symbol, we will
provide an update at that time.
3
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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Exhibit
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Number
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Description
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3.1
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Certificate
of Amendment to Articles of Incorporation (1)
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10.1
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Unit
Purchase Agreement
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10.2
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Form
of Warrant
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10.3
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Employment
Agreement
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10.4
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Restricted
Stock Agreement
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(1)
Filed as an Appendix A to our Definitive Information Statement on Form 14C
filed with the Securities and Exchange Commission on May 24, 2010 and
incorporated herein by
reference.
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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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Atwood
Minerals & Mining Corp
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Date: July
1, 2010
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By:
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/s/
Gordon Samson
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Gordon
Samson, Chief Financial
Officer
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