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EX-10.1 - FORM OF COMMON STOCK PURCHASE WARRANT - CrowdGather, Inc. | crwg101.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): August 2, 2013
CrowdGather, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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000-52143
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20-2706319
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee
Identification No.)
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20300 Ventura Blvd. Suite 330, Woodland Hills, CA 91364
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code: (818) 435-2472
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:
|_| 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))
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Item 3.02 Unregistered Sales of Equity Securities.
On August 2, 2013, CrowdGather, Inc. (the “Registrant”) sold 150,000 shares (“Shares”) of Series B Convertible Preferred Stock (“Preferred Stock”) and common stock purchase warrants (the “Warrants”) to purchase shares of the Registrant’s common stock to a foreign investor (the “Investor”) in exchange for $150,000, or $1.00 per share of Preferred Stock. The sale of Preferred Stock and Warrants represents the balance of the initial $600,000 commitment from the Investor pursuant to the Securities Purchase Agreement dated April 8, 2013 (“Purchase Agreement”), as amended in the First Amendment to Securities Purchase Agreement dated July 16, 2013 (“Amendment”).
The Warrants grant the Investor the right to purchase 10 shares of the Registrant’s common stock for every 1 share of Preferred Stock purchased by the Investor at an exercise price of $0.08 per share. The Warrants have an exercise term equal to 5 years and are exercisable commencing on August 2, 2013. This brief description of the Warrants is not intended to be complete and is qualified in its entirety by reference to the full text of the form of Common Stock Purchase Warrant is attached hereto as Exhibit 10.1.
The Shares and Warrants are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act afforded by Regulation S. The Warrant Shares to be issued upon conversion of the Shares and exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.
The Shares and Warrants are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act afforded by Regulation S. The Warrant Shares to be issued upon conversion of the Shares and exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.
The Purchase Agreement is included as exhibit 10.1 to the Registrant’s Current Report on Form 8-K, which was filed on April 9, 2013. The Amendment is included as exhibit 10.1 to the Registrant’s Current Report on Form 8-K, which was filed on July 18, 2013.
Item 9.01 Exhibits.
The following exhibits are filed with this Current Report on Form 8-K.
Exhibit Number
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Description of Exhibit
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
CrowdGather, Inc.
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Date: August 2, 2013
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By:
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/s/ Sanjay Sabnani
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Sanjay Sabnani
Chief Executive Officer
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