UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 30, 2013
SECUREALERT, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-23153
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Utah
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87-0543981
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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150 West Civic Center Drive, Suite 400, Sandy, Utah 84070
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (801) 451-6141
Former name or former address, if changed since last report: Not Applicable
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))
Item 5.01. Changes in Control of Registrant.
As reported previously by SecureAlert, Inc. (“Registrant”) on a Current Report filed December 6, 2012 (the “December 6 Current Report”), on December 3, 2012 the Registrant entered into a Loan and Security Agreement (the “Loan Agreement”) with Sapinda Asia Limited (“Sapinda”). The principal amount of the loan advanced to the Registrant under the Loan Agreement was $16,640,000. Proceeds of the loan were used to redeem certain royalty rights held by Borinquen Container Corporation, a Puerto Rica corporation (“Borinquen”), and for working capital. Under the terms of the Loan Agreement, Sapinda had the right at its sole discretion to convert the principal amount and any accrued interest into Common Stock of the Registrant at a rate of $4.50 per share (giving effect to the 200:1 reverse stock split effected by the Registrant on March 25, 2013), at any time after March 1, 2013 (see the Registrant’s December 6 Current Report).
On September 30, 2013, Sapinda exercised its right to convert the principal amount and all accrued interest under the Loan Agreement into Common Stock of the Registrant (the “Conversion”). The amount of principal and accrued interest as of September 30, 2013 totaled $17,576,627, and as a result of the Conversion, the Registrant issued a total of 3,905,917 restricted shares of Common Stock to Sapinda (the “Shares”) on September 30, 2013. The Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to exemptions from registration, including, without limitation, the exemption provided by Section 4(2), now Section 4(a)(2) under the Securities Act for transactions not involving a public offering of securities. Following issuance of the Shares, the total number of issued and outstanding shares of the Registrant’s Common Stock was 9,805,503.
The Registrant intends to file a registration statement with the Securities and Exchange Commission registering the Shares and certain other shares of Common Stock currently outstanding on behalf of the Registrant and the selling shareholders of such securities.
Based on information contained in a Form 4 Statement of Changes in Beneficial Ownership (Form 4) filed by Sapinda and Mr. Lars Windhorst (who controls Sapinda) on November 5, 2013, Mr. Windhorst entered into a Stock Purchase Agreement on June 13, 2013 to acquire 556,648 shares of Common Stock of the Registrant owned by Borinquen for a total purchase price of $4,174,860 (the “SPA”). The transaction contemplated in the SPA (the “Purchase”) was closed on or about September 30, 2013.
Registrant reasonably believes that immediately following the Conversion and the Purchase, Sapinda (together with Lars Windhorst, its sole shareholder and director) became the beneficial owner approximately 51.9 percent of the outstanding voting shares of the Registrant. Prior to the closing of the Purchase, Sapinda was the beneficial owner of approximately 4,534,168 shares, or 46.2 percent of the Registrant’s issued and outstanding Common Stock.
According to the Form 4, Sapinda sold 628, 251 shares of Common Stock on October 29, 2013 at a price of $19.00 per share and Mr. Windhorst sold556,648 shares of Common Stock on October 30, 2013 at a price of $7.50 per share. In addition, based on information contained in an amendment to Schedule 13D filed by Sapinda on November 5, 2013, the Registrant believes that Sapinda is now the beneficial owner of 3,905, 917 shares or 39.8 percent of the Registrant’s issued and outstanding Common Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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.
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SecureAlert, Inc.
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By:
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/s/ Guy Dubois
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Dated: November 6, 2013
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Chairman
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