Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - REGO PAYMENT ARCHITECTURES, INC. | ex10_2.htm |
| EX-10.3 - EXHIBIT 10.3 - REGO PAYMENT ARCHITECTURES, INC. | ex10_3.htm |
| EX-10.1 - EXHIBIT 10.1 - REGO PAYMENT ARCHITECTURES, INC. | ex10_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 11, 2015
VIRTUAL PIGGY, INC.
(Exact name of Registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-53944
(Commission File Number)
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35-2327649
(I.R.S. Employer
Identification No.)
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1221 Hermosa Avenue, Suite 210, Hermosa Beach, California 90254
(Address of principal executive offices, including zip code)
(310) 853-1950
(Registrant's telephone number, including area code)
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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 (see General Instruction A.2. below):
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
On May 11, 2015, Virtual Piggy, Inc. (the “Company”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $940,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 6, 2016 (the “Notes”) to certain accredited investors (the “Investors”). In addition, pursuant to the terms of the Purchase Agreement, holders of the Company’s currently outstanding 10% Secured Convertible Promissory Notes due 2016 (the “Prior Secured Notes”) exchanged such Prior Secured Notes in the original principal amount of $2 million, plus accrued interest, for new Notes on a dollar-for-dollar basis.
The Notes are convertible by the holders, at any time, into shares of the Company’s Series B Cumulative Convertible Preferred Stock (“Series B Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the Investors and a collateral agent acting on behalf of the Investors (the “Security Agreement”), the Notes are secured by a lien against substantially all of the Company’s business assets. The liens held by holders of the Prior Secured Notes were released. Pursuant to the Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes.
The descriptions of the Purchase Agreement, the Notes and the Security Agreement as set forth herein do not purport to be complete and are qualified in their entirety by the provisions of the forms of Purchase Agreement, the Notes and the Security Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
Exhibit No. Description of Exhibit
10.1 Form of Securities Purchase Agreement
10.2 Form of Secured Convertible Promissory Note
10.3 Form of Security 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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VIRTUAL PIGGY, INC.
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Date: May 11, 2015
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By:
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/s/ Joseph Dwyer | |
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Joseph Dwyer
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Chief Financial Officer
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