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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT, DATED JUNE 19, 2013. - CODESMART HOLDINGS, INC.f8k071813ex10i_codesmart.htm


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): July 18, 2013
 
CODESMART HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Florida
 
333-180653
 
45-4523372
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
275 Seventh Avenue, 7th floor
New York, NY 10001
(Address of Principal Executive Offices)
  
 (former name or former address, if changed since last report) 
Registrant’s telephone number, including area code
 
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:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  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
 
From June 25, 2013 through July 18, 2013, the Company entered into and consummated a private placement of its common stock, par value $0.0001 ("Common Stock") to certain accredited investors (“Investors”) pursuant to a subscription agreement (the “Subscription Agreement”) at the price of $1.50 per share.  The Company sold an aggregate of 1,582,869 shares of Common Stock for gross proceeds of $2,374,300 (the “PIPE”).
 
The Subscription Agreement contains representations and warranties from the Company that are customary to this type of transactions. Under the Subscription Agreement, the Company granted registration rights to the Investors, where the Company is obligated to prepare and file a registration statement with the SEC for the resale of the Common Stock sold in the PIPE within 60 days from the last closing of the PIPE and cause such registration statement to be effective no later than 270 days after the initial registration statement is filed.
 
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
 
(d)     Exhibits
 
Exhibit
Number
 
Description
     
10.1
 
Form of Subscription Agreement, dated June 19, 2013.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CodeSmart Holdings, Inc.
       
Date: July 24, 2013
By:
/s/ Ira Shapiro
 
   
Name: Ira Shapiro
 
   
Title: Chief Executive Officer
 

 
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