Attached files
| file | filename |
|---|---|
| EX-10.1 - ISRAEL GROWTH PARTNERS ACQUISITION CORP. | v206697_ex10-1.htm |
| EX-10.2 - ISRAEL GROWTH PARTNERS ACQUISITION CORP. | v206697_ex10-2.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): December 28, 2010 (December 27,
2010)
ISRAEL GROWTH PARTNERS
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-51980
|
20-3233358
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
4808
Moorland Lane, Suite 109, Bethesda, Maryland
|
20814
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (301)
502-8602
(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)
|
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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
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Entry Into a Material Definitive
Agreement
|
On
December 27, 2010, Israel Growth Partners Acquisition Corp. (the “Company”)
issued a promissory note in the original principal amount of $35,000 to Moorland
Lane Partners, LLC (the “Note”). The Note bears interest at the rate
of 6% per annum and is due and payable on December 27, 2012. In
consideration of the issuance of the Note, the Company issued a warrant to
purchase 16,000,000 shares of the Company’s common stock to Moorland Lane
Partners, LLC. The description of the Note and the terms thereof are
qualified in their entirety to the full text of the Note, which is filed as an
exhibit hereto and incorporated herein by reference.
|
Item 3.02
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Unregistered Sales of Equity
Securities
|
On
December 27, 2010, the Company issued a warrant to purchase 16,000,000 shares of
common stock, par value $.0001 per share, to Moorland Lane Partners, LLC, at a
price of $0.02 per share (the “Warrant”). The Warrant was issued in a
private placement not involving a public offering under the Securities Act of
1933, pursuant to Section 4(2) of the Securities Act of 1933. The
Company has not engaged in general solicitation or advertising with regard to
the issuance of the Warrant and has not offered securities to the public in
connection with this issuance. The description of the Warrant and the
terms thereof are qualified in their entirety to the full text of the Warrant,
which is filed as an exhibit hereto and incorporated herein by
reference.
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Item 9.01
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Financial Statements and
Exhibits
|
|
(d)
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Exhibits
|
|
10.1
|
Promissory
Note issued by the Company to Moorland Lane Partners,
LLC
|
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10.2
|
Warrant
issued by the Company to Moorland Lane Partners,
LLC
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SIGNATURE
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
28, 2010
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ISRAEL
GROWTH PARTNERS ACQUISITION CORP.
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||
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By:
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/s/
Craig Samuels
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Craig
Samuels
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|||
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President
and Chief Executive Officer
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Exhibit
Index
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Exhibit
Number
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Description
|
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10.1
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Promissory
Note issued by the Company to Moorland Lane Partners,
LLC
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|
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10.2
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Warrant
issued by the Company to Moorland Lane Partners,
LLC
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