Attached files
| file | filename |
|---|---|
| EX-10.12 - Bizzingo, Inc. | v202972_ex10-12.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
1, 2010
Phreadz,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52511
|
98-0471052
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File Number)
|
Identification
No.)
|
|
63 Main Street, #202,
Flemington, New Jersey
|
08822
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (908) 968-0838
None
(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.
See Item
3.02 below.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of
Equity Securities.
On
November 1, 2010, we closed and issued common stock on Unit Purchase Agreements
with five (5) accredited investors pursuant to which the Purchasers purchased
six (6) Units at a Purchase Price of $27,000 per Unit for an aggregate purchase
price of $162,000.00. 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, purchasers received 1,080,000
shares of Common Stock (the “Shares”); a Series A Warrant to purchase 540,000
shares of Common Stock and a Series B Warrant to purchase 540,000 shares of
Common Stock. The shares of Common Stock issuable upon exercise of
the Warrants is referred to as the “Warrant Shares.” We intend to use the net
proceeds for working capital and general corporate purposes.
Southridge
Investment Group LLC., an SEC Registered Broker/Dealer, Member FINRA/SIPC
(“Southridge”) acted as placement agent in connection with the sale of the six
(6) Units referred to above in the preceding paragraph. Southridge
received $15,390 in commissions and 45,000 Series A Warrants and 45,000 Series B
Warrants. We also paid $2,000 in escrow fees in the
offering. The net proceeds of the offering after payments of the
commissions and expenses was approximately $144,610.
To the
extent that at any time after April 30, 2012, 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 are
obligated to file a registration statement on Form S-3 (or if Form S-3 is not
available another appropriate form) registering the resale of Shares and the
Warrant Shares sold to the investor. We are required to file the registration
statement on or before January 30, 2011. If the registration statement is not
timely filed, the Company will be obligated to pay investor a fee equal to 1.0%
(which will increase to 2.0% after the first 30 days) of such
investor's purchase price for each 30 day period (pro rated for partial
periods); provided that such damages shall be capped at 12% of such investor’s
total purchase price.
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 (except for the specific differences noted in the
paragraphs above) to the agreements entered into in connection with the
financing which are included as exhibits to this Current Report on Form
8-K.
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Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 9, 2010, Christina Domecq submitted her resignation as
Director and CEO. The resignation was accepted. Ms. Domecq’s resignation was not
based upon any disagreement with us on any matter relating to our operations,
policies or practices.
Section
8 – Other Events
Item
8.01 Other Events
On
November 9, 2010, Phreadz Inc. (the “Company” or “Phreadz”) entered into a
letter of intent to acquire 100% of Zonein2, Inc., in a share
exchange agreement. Zonein2 is a private company registered in the
State of California and is the owner of the social media system operated on the
web site www.zonein2.com. This proposed acquisition is subject to the
preparation, execution and performance of "Definitive Agreements" containing
such additional terms, conditions, covenants, representations and warranties as
the parties thereto may in good faith require.
Under the
terms of the letter of intent, Phreadz will own 100% of the common shares of
Zonein2 by issuing eight million, seven hundred fifty
thousand (8,750,000) shares of Phreadz common stock in exchange, and,
raising not less than $500,000 in working capital to close concurrently or as
agreed with the proposed closing of this transaction.
Completion
of the transaction is subject to completion of due diligence and the parties
entering into formal agreements. There is no assurance that the transaction will
be completed on the terms contemplated or at all.
The
foregoing is a brief summary of the terms of the Letter of Intent and is
qualified by reference to the Letter of Intent attached as Exhibit
10.12 to this Current Report on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01
Financial
Statements and Exhibits.
|
(c)
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Exhibits.
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Exhibit
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||
|
Number
|
Description | |
|
10.1
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Unit
Purchase Agreement (1)
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10.2
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Registration
Rights Agreement (1)
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|
10.3
|
Form
of Warrant (1)
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|
10.12
|
Letter
of Intent
|
|
(1)
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Form
of Agreement filed as an exhibit to our Current Report on Form 8-K dated
May 20, 2010 and filed with the Securities and Exchange Commission on May
26, 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.
| Phreadz, Inc. | |||
|
Date:
November 16, 2010
|
By:
|
/s/ Gordon Samson | |
| Gordon Samson, Chief Financial Officer | |||
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