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): December 15, 2010

 
BONDS.COM GROUP, INC.
(Exact name of registrant as specified in its charter)



Delaware
 
000-51076
 
38-3649127
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 

529 5th Avenue, 8th Floor
New York, New York 10017
(Address of principal executive offices) (Zip Code)


(212) 946-3998
(Registrant’s telephone number, including area code)


Not Applicable
(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))

 


 
 
 

 

 
Item 1.01.
Entry Into a Material Definitive Agreement.

As previously disclosed, on October 19, 2010, Bonds.com Group, Inc. (“we,” “us” or the “Company”) consummated a financing transaction pursuant to which, among other things, we entered into a Unit Purchase Agreement with UBS Americas Inc. (the “UBS Purchase Agreement”) and a Unit Purchase Agreement with Bonds MX, LLC (the “Bonds MX Purchase Agreement”).  The UBS Purchase Agreement contains a provision pursuant to which significant adjustments may be made to the terms and amount of the securities issued to UBS Americas and other investors pursuant to such financing transaction.  Among other adjustments, the UBS Unit Purchase Agreement provides for significant adjustments to the number and terms of the securities issued and issuable to UBS Americas and the other investors if the Company does not raise an aggregate of at least $8,000,000 by a specified deadline.  Additionally, pursuant to the previously disclosed terms of the amendments of certain outstanding convertible promissory notes, if additional securities are issued to UBS Americas, the holders of the such convertible notes would receive the same proportionate adjustment.  Any such adjustments would be significantly dilutive to existing securities holders and could create substantial challenges for the Company’s efforts to raise additional capital.

On December 15, 2010, the Company and UBS Americas amended the UBS Purchase Agreement to extend the deadline for the Company to raise an aggregate of at least $8,000,000 (and thereby avoid the above-referenced adjustment provisions from being triggered) from December 15, 2010 to January 20, 2011.  As of the date of this Current Report, the Company has raised an aggregate of $3,500,000 pursuant to this financing (including pursuant to the UBS Purchase Agreement and Bonds MX Purchase Agreement).

The foregoing descriptions of the UBS Purchase Agreement and Bonds MX Purchase Agreement are summaries only and qualified by reference to the actual documents, which are included as exhibits to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 25, 2010 and incorporated herein by reference.

 Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits

None.


 
 

 
 
 
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.

Dated: December 21, 2010

 
BONDS.COM GROUP, INC.
     
     
 
By:
/S/ Michael O. Sanderson
 
Name:
Michael O. Sanderson
 
Title:
Chief Executive Officer