Attached files
| file | filename |
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| EX-10.4 - SEFE, INC. | ex10-4.htm |
| EX-10.2 - SEFE, INC. | ex10-2.htm |
| EX-10.1 - SEFE, INC. | ex10-1.htm |
| EX-10.3 - SEFE, INC. | ex10-3.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): April 25, 2012
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SEFE, INC.
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(Exact name of Registrant as specified in charter)
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Nevada
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000-51842
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20-1763307 | ||
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(State of Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.) | ||
| 4700 Sterling Dr.
Boulder, CO
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80301
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 294-6407
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6821 E. Thomas Road
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Scottsdale, Arizona 85251
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
On April 25, 2012 (“Issuance Date”), the Registrant entered into a Securities Purchase Agreement (the “SPA”), with Riverbend, LLC (the “Riverbend”), whereby Riverbend agrees to purchase, and the Registrant agrees to issue, Debentures up to a total principal amount of $2,000,000 with warrants attached to purchase up to 500,000 shares of common stock of the Registrant at $1.00 per share. Subsequent purchases shall be mutually agreed upon. Each Debenture will accrue interest on the unpaid principal of each individual Debenture at the rate of eight percent (8%) per year (computed on the basis of a 365-day year and the actual days elapsed) from the date each Debenture is created until paid. The Registrant shall have the option to repay the entire principal amount and all accrued interest at any time on or before the Due Date.
On the Issuance Date, the first closing occurred, whereby a Debenture was issued to Riverbend in the aggregate amount of $200,000. All principal and interest accrued thereupon shall be due and payable on or before April 24, 2013.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On April 25, 2012, in connection with the SPA referenced in Item 2.03, above, the Registrant issued warrants to Riverbend to purchase up to 50,000 shares of the Registrant’s common stock at an exercise price of $1.00 per share. The warrants may be exercised up to five years from the Issuance Date.
The issuance of the shares to SEFE and the Holders was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Riverbend is a sophisticated investor familiar with the Registrant and took the shares for investment without a view toward distribution or resale.
ITEM 9.01 EXHIBITS
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Exhibit Number
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Name and/or Identification of Exhibit
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10.1
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Securities Purchase Agreement
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10.2
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Debenture Agreement
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10.3
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Common Stock Purchase Warrant
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10.4
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Registration Rights Agreement
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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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SEFE, INC.
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(Registrant)
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Signature
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Title
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Date
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/s/ Donald C. Johnston
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Chief Executive Officer
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April 25, 2012
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Donald C. Johnston
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/s/ Donald C. Johnston
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Chief Financial Officer
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April 25, 2012
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Donald C. Johnston
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