Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - Troika Media Group, Inc. | ex10-2.htm |
| EX-10.4 - EXHIBIT 10.4 - Troika Media Group, Inc. | ex10-4.htm |
| EX-99.1 - EXHIBIT 99.1 - Troika Media Group, Inc. | ex99-1.htm |
| EX-10.3 - EXHIBIT 10.3 - Troika Media Group, Inc. | ex10-3.htm |
| EX-10.1 - EXHIBIT 10.1 - Troika Media Group, Inc. | 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): August 18, 2010
Roomlinx,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada | 000-26213 | 83-0401552 |
|
(State or
Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification No.)
|
2150 W. 6th Ave., Unit H,
Broomfield, Colorado 80020
(Address
of Principal Executive Offices) (Zip Code)
303-544-1111
(Registrant's
telephone number, including area code)
(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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
| o |
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 August
18, 2010, Roomlinx, Inc., a Nevada corporation (“Roomlinx”), entered into a
Securities Purchase Agreement with Verition Multi-Strategy Master Fund Ltd.,
Wilmot Advisors LLC, Arceus Partnership, Ted Hagan and Josh Goldstein (together,
the “Investors”), pursuant to which the Investors purchased an aggregate of
187,500 newly issued shares of Roomlinx Common Stock at a purchase price of
$4.00 per share for an aggregate purchase price of $750,000. A copy
of the Securities Purchase Agreement is included herein as Exhibit 10.1 and
incorporated herein by reference. The Investors were also granted
certain registration rights with respect to the purchased shares pursuant to a
Registration Rights Agreement entered into by Roomlinx and the Investors, a copy
of which is attached hereto as Exhibit 10.2 and incorporated by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
On August 18, 2010, Roomlinx issued and sold (i) 87,500
shares of its Common Stock to Verition Multi-Strategy Master Fund Ltd.,
(ii) 67,500 shares of its Common Stock to Wilmot Advisors LLC, (iii) 27,500 shares of its Common Stock to Arceus Partnership, (iv)
2,500 shares of its Common Stock to Ted Hagan and (v) 2,500 shares of its Common
Stock to Josh Goldstein. These issuances were at a price of $4.00 per share, as described in Item
1.01 of this Form 8-K, and were issued in reliance on Section 4(2) of the
Securities Act of 1933, as amended.
Item
8.01 Other Events
On August
19, 2010, Roomlinx issued a Press Release. A copy of the Press
Release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Attached
hereto are Exhibits 10.3 and 10.4 which were unintentionally omitted from
Roomlinx's Quarterly Report on Form 10-Q for the period ended June 30, 2010,
filed on August 3, 2010.
Item
9.01 Financial Statements and Exhibits
| Exhibit | Description of Exhibit |
|
10.1
|
Securities
Purchase Agreement, dated August 18, 2010, among Roomlinx, Inc., Verition
Multi-Strategy Master Fund Ltd., Wilmot Advisors LLC, Arceus Partnership,
Ted Hagan and Josh Goldstein.
|
|
10.2
|
Registration
Rights Agreement, dated August 18, 2010, among Roomlinx, Inc., Verition
Multi-Strategy Master Fund Ltd., Wilmot Advisors LLC, Arceus Partnership,
Ted Hagan and Josh Goldstein.
|
|
10.3
|
Second
Amendment to Revolving Credit, Security and Warrant Purchase Agreement,
dated July 30, 2010, between Roomlinx, Inc. and Cenfin
LLC.
|
|
10.4
|
Form
of Director Indemnification Agreement, dated July 30, 2010 effective as of
May 28, 2010, between Roomlinx, Inc. and each of its
directors.
|
|
99.1
|
Press
Release issued by Roomlinx, Inc. on August 19,
2010.
|
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Dated: August 19, 2010 | ROOMLINX INC. | ||
|
|
By:
|
/s/ Michael S. Wasik | |
| Michael S. Wasik | |||
| President, Chief Executive Officer | |||
| and Chief Financial Officer | |||
3