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IFLB.OB > SEC Filings for IFLB.OB > Form 8-K on 26-Jan-2004All Recent SEC Filings

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Form 8-K for INFINIUM LABS INC


26-Jan-2004

Other Events and Financial Statements & Exhibits

Item 5. Other Events and Regulation FD Disclosure

On January 22, 2004, the Company entered into a Stock Purchase Agreement with each of SBI Brightline VI, LLC and Infinium Investment Partners, LLC (each, a "Purchaser") obligating each Purchaser to purchase, upon the Company's election, up to 1,000,000 shares of the Company's common stock for an aggregate purchase price of $7.5 million (representing an aggregate purchase price for both Purchasers of $15.0 million). Each agreement requires that the Company register the shares under the Securities Act of 1933, as amended (the "Act"), for resale by the applicable Purchaser, and each Purchaser's obligation to purchase the shares is contingent on the shares being so registered. After the shares are registered, the Company may elect to sell the shares to the Purchasers in two tranches that must be sold in the following order:

Number of

Purchase Price

Shares

    Per Share    

500,000

$7.00

500,000

$8.00

Except for the requirement to sell the tranches in order, there is no limitation on when the Company may require a Purchaser to purchase the shares included in any tranche. The Company is not obligated to sell any shares to either Purchaser unless and until it elects to do so. The Purchasers' obligations to purchase the shares are subject to the shares continuing to be registered for resale under the Act and to other customary conditions for transactions of this kind.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)

The following exhibits are filed as part of this Report:

Exhibit Number

Exhibit Name

Exhibit 4.1

Stock Purchase Agreement dated as of January 22, 2004 between the registrant and SBI Brightline VI, LLC.

Exhibit 4.2

Stock Purchase Agreement dated as of January 22, 2004 between the registrant and Infinium Investment Partners, LLC.

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