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| EDNE.OB > SEC Filings for EDNE.OB > Form 8-K on 17-Mar-2008 | All Recent SEC Filings |
17-Mar-2008
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti
In August of 2005, we issued 6% Convertible Promissory Notes due August 25, 2008, in the aggregate principal amount of $9,075,000 to 13 investors, along with Series A Warrants expiring August 25, 2008.
On March 13, 2008, we entered into a Note and Warrant Amendment Agreement with one of the Note and Warrant holders (an accredited investor), whereby we amended the terms of the 6% Convertible Promissory Notes due August 25, 2008. In regards to the Note and Warrant held by the investor, pursuant to the Note and Warrant Amendment Agreement, the Conversion Price for the Note has been amended to $0.70 (approximately 80% of the closing price of the last 5 trading days ending February 29, 2008), the term of the Warrant has been amended to expire on August 25, 2009 and the exercise price of the Warrant has been amended to $1.10, unless the Warrant is exercised within 30 business days of the closing date of the Note and Warrant Amendment Agreement dated March 13, 2008, in which case the exercise price of the Warrant shall be $0.70. Finally, the definition of "Registrable
Securities" in the Registration Rights Agreement has been amended to mean the shares of common stock issuable upon the exercise of the Warrants.
On March 14, 2008, the investor converted $508,666.67 in principal and interest at a price of $0.70 into 726,667 shares of our common stock.
We have agreed to issue 726,667 shares of our common stock to one accredited investor upon conversion of the Convertible Note referred to above. The aggregate amount of principal and interest converted by the Note holder investor was $508,666.67.
In consideration for their assistance with the amendments to Convertible Notes, we paid Midtown Partners & Co., LLC a commission of 3% of the aggregate principal and interest converted under the amended Notes, being $15,260.00.
10.1 Note and Warrant Amendment Agreement dated March 13, 2008 with SDS Capital Group SPC, Ltd.
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