Attached files
| file | filename |
|---|---|
| EX-10.2 - World Surveillance Group Inc. | v201733_ex10-2.htm |
| EX-10.1 - World Surveillance Group Inc. | v201733_ex10-1.htm |
| EX-99.1 - World Surveillance Group Inc. | v201733_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): November 10, 2010
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-235332
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88-0292161
|
||
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
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17501 Biscayne Blvd., Suite
430, Aventura, Florida 33160
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (786) 288-0717
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))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
November 10, 2010, Sanswire Corp. (the “Company”) entered into a Securities
Purchase Agreement (the “Agreement”) with Glenn D. Estrella, the Company’s Chief
Executive Officer and President, and other investors (who are existing
shareholders of the Company) (the “Additional Investors”) for the
purchase of common stock, par value $0.00001 per share, of the Company (the
“Common Stock”). Mr. Estrella purchased 1,333,334 shares of Common
Stock at a purchase price of $0.075 per share for a total purchase price of
approximately $100,000, which shares shall be restricted pursuant to the
Securities Act of 1933, as amended, and the rules promulgated
thereunder. Mr. Estrella also received a Common Stock Purchase
Warrant (the “Warrant”) to purchase an additional 666,667 shares of Common Stock
at a purchase price of $0.21 per share, which warrant expires in three
years. The Warrant is exercisable on a cashless basis and contains a
standard weighted average anti-dilution protection.
Pursuant
to the Agreement, the Company is authorized to sell up to an aggregate of
$1,000,000 shares of Common Stock and Warrants, $250,000 of which was purchased
at the initial closing on November 10, 2010. At the initial closing,
Mr. Estrella and the Additional Investors purchased an aggregate of 3,333,334
aggregate shares of Common Stock and Warrants to purchase an aggregate of
1,666,667 shares of Common Stock. No underwriting discount or
commissions were paid in connection with the Agreement or the initial closing
thereunder.
The
Common Stock and the Warrants sold pursuant to the Agreement was issued as
restricted securities under an exemption provided by Regulation D, Rule 506,
promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
and/or Section 4(2) of the Securities Act.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached as
an exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number
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Description
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10.1
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Securities
Purchase Agreement, dated November 10, 2010, by and between Sanswire
Corp., Glenn Estrella and the purchasers identified
therein.
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10.2
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Form
of Common Stock Purchase Warrant, dated November 10,
2010
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|
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99.1
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Press
Release dated November 10,
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 hereunto
duly authorized.
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Sanswire
Corp.
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|
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(Registrant)
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Date: November
10, 2010
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/s/
Glenn D. Estrella
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By:
Glenn D. Estrella
|
|
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Title: President
and Chief Executive Officer
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