Attached files
| file | filename |
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| EX-10.1 - EX-10.1 - BAETA CORP | v198350_ex10-1.htm |
| EX-99.1 - EX-99.1 - BAETA CORP | v198350_ex99-1.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): September 28,
2010
Commission
File No. 333-154243
BAETA
Corp.
(Exact
name of small business issuer as specified in its charter)
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New Jersey
(State
or other Jurisdiction of
Incorporation
or Organization)
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26-0722186
(I.R.S.
Employer
Identification
No.)
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1
Bridge Plaza
Second
Floor, Suite 275
Fort
Lee, NJ
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07024
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Issuer’s Telephone
Number: (201)
471-0988
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
www.SourlisLaw.com
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):
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 - Entry into a Material Definitive Agreement.
The
following discussion provides only a brief description of the agreement
described below. The discussion is qualified in its entirety by the full text of
the agreement, which is attached to this Current Report on Form 8-K as Exhibit
10.1 and is incorporated by reference herein,
On
September 28, 2010, BAETA Corp., a New Jersey corporation (the “Company”),
entered into Reserve Equity Financing Agreement (the “Financing Agreement”) with
AGS Capital Group, LLC, a New York based limited liability company (the
“Investor”). Pursuant to the Financing Agreement, the Investor
committed to purchase, subject to certain restrictions and conditions, up to
$5,000,000 of the Company’s common stock, over a period of 36 months commencing
on the first trading day following the effectiveness of the registration
statement on Form S-1, registering the resale of shares purchased by the
Investor pursuant to the Financing Agreement (the “Equity
Line”).
Upon
effectiveness of the registration statement on Form S-1 with the US Securities
and Exchange Commission (“SEC”), the Company may draw down on the facility from
time to time, as and when it determines appropriate in accordance with the terms
and conditions of the Financing Agreement. The maximum advance amount that
the Company is entitled to drawn down in any one drawdown notice is one hundred
thousand dollars ($100,000). The purchase price shall be set at ninety-five
percent (95%) of the lowest closing bid price of the Company’s common stock
during the five (5) consecutive trading days after notice is given by the
Company.
The
Investor will not be obligated to purchase shares if the Investor’s total number
of shares beneficially held at that time would exceed 4.99% of the number of
shares of the Company’s common stock as determined in accordance with Rule
13d-1(j) of the Securities Exchange Act of 1934, as amended. In
addition, the Company is not permitted to draw on the facility unless there is
an effective registration statement (as described above) to cover the resale of
the shares.
In
connection with the preparation of the Financing Agreement, the Company paid
Investor a due diligence and document preparation fee of 22,000 shares of
restricted common stock.
Item
7.01 - Regulation FD Disclosure
On
October 5, 2010, the Company issued a press release announcing that it has
entered into a Reserve Equity Financing Agreement with AGS Capital Group, LLC. A
copy of the press release is furnished as Exhibit 99.1 to this
report.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Reserve
Equity Financing Agreement between BAETA Corp. and AGS Capital Group, LLC,
dated September 28, 2010.
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99.1
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Press
Release announcing the entry into a Reserve Equity Financing Agreement
with AGS Capital Group, LLC dated October 5,
2010.
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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 thereunto
duly authorized.
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BAETA
CORP.
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Date:
October 5, 2010
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By:
/s/ LEONID PUSHKANTSER
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Name:
Leonid Pushkantser
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Title:
Chief Executive Officer and Director
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(Principal
Executive Officer)
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