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| FSN > SEC Filings for FSN > Form 8-K on 19-Dec-2008 | All Recent SEC Filings |
19-Dec-2008
Creation of a Direct Financial Obligation or an Oblig
On December 12, 2008, Fusion Telecommunications International Inc. (the "Company") borrowed $50,000 from an entity that is also a shareholder of the Company. The loan is evidenced by a promissory note providing for repayment of the principal amount of the note together with all interest accrued from the date of execution, at the rate of 12% per annum upon the unpaid balance until the outstanding principal amount of the note is paid in full. The maturity date of the note is February 12, 2010. In the event that the note is not repaid by the maturity date, the note will automatically convert to a demand note, and the principal sum and all accrued interest will be payable in full upon ten (10) days notice from the lender. The note also grants the lender a collateralized security interest, pari passu with other lenders, in the Company's account(s) receivable. The proceeds are being used for general working capital purposes. The Form of Secured Promissory Note issued in this transaction is incorporated by reference as an exhibit to this report.
On December 12, 2008, the Company entered into subscription agreements with five
(5) accredited investors, including one (1) Director, Philip D. Turits for an
offering of an aggregate of 1,192,310 shares of Common Stock and five-year
warrants to purchase 476,927 shares of Common Stock, in consideration for
$155,000. Each warrant is exercisable at $0.16 per share, which is equal to 120%
of the closing price of the Company's Common Stock on the business day before
closing. The proceeds of the offering will primarily be used for general
corporate purposes. The Form of Subscription and Rights Agreement and the Form
of Common Stock Purchase Warrant issued in this transaction are incorporated by
reference as exhibits to this report.
The securities described above were offered by the Company and no commission or similar remuneration was paid in connection with the sales. Each of the investors represented that it was an "accredited investor" and was acquiring the securities for its own account, for investment purposes only and acknowledged that the securities were not registered under Federal or State securities laws and that the securities could not be transferred or disposed of absent such registration or the availability of an applicable exemption from registration. In addition, each certificate evidencing the securities bears or will bear a legend describing the restrictions on transferability under applicable law. No general solicitation or advertising was used in connection with this offering. The securities were issued in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations there under including Rule 506 of Regulation D. The proceeds of the offering will primarily be used for general corporate purposes. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering resale of the common stock issued and issuable to the investors.
(d) Exhibits
99.1 Form of Secured Promissory Note (incorporated by reference to Exhibit
10.1 to the Registrant's Form 8-K filed with the Securities
Exchange Commission on November 24, 2008)
99.2 Form of Subscription and Rights Agreement (incorporated by reference to
Exhibit 10.3 to the Registrant's Form 8-K filed with the
Securities Exchange Commission on October 6, 2008)
99.3 Form of Common Stock Purchase Warrant (incorporated by reference to
Exhibit 10.4 to the Registrant's Form 8-K filed with the
Securities Exchange Commission on October 6, 2008)
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