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FSN > SEC Filings for FSN > Form 8-K on 1-May-2009All Recent SEC Filings

Show all filings for FUSION TELECOMMUNICATIONS INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FUSION TELECOMMUNICATIONS INTERNATIONAL INC


1-May-2009

Creation of a Direct Financial Obligation or an Oblig


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 15, 2009, Fusion Telecommunications International Inc. (the "Company") and a lender, agreed to amend a promissory note (the "Amended Note") originally issued May 27, 2008 (previously amended and restated on January 31, 2009, December 15, 2008, November 5, 2008, October 15, 2008, September 15, 2008, and July 15, 2008) evidencing $200,000 borrowed from the lender, which Amended Note extends the maturity date of the note to June 30, 2009. The Amended Note bears interest on the unpaid principal amount of the note from date the note was issued until the outstanding principal amount of the note is paid in full, at the rate of 12% per annum. In the event that a note is not repaid by the maturity date, that 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 Amended 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 these transactions is incorporated by reference as an exhibit to this report.



Item 3.02: Unregistered Sales of Equity Securities

On April 08, 2009, the Company entered into subscription agreements with two (2) accredited investors, who are Directors, Marvin S. Rosen and Philip D. Turits, for the sale of an aggregate 416,668 shares of Common Stock and five-year warrants to purchase 125,126 shares of Common Stock, in consideration for an aggregate of $50,000. Each warrant is exercisable at $0.14 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.

On April 14, 2009, the Company entered into subscription agreements with two (2) accredited investors, who are Directors, Marvin S. Rosen and Philip D. Turits, for the sale of an aggregate 416,668 shares of Common Stock and five-year warrants to purchase 125,126 shares of Common Stock, in consideration for an aggregate of $50,000. Each warrant is exercisable at $0.14 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.

On April 22, 2009, the Company entered into subscription agreements with two (2) accredited investors, for the sale of an aggregate 3,333,334 shares of Common Stock and five-year warrants to purchase 1,001,002 shares of Common Stock, in consideration for an aggregate of $400,000. Each warrant is exercisable at $0.14 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.

On April 23, 2009, the Company entered into subscription agreements with one (1) accredited investor, for the sale of an aggregate 181,819 shares of Common Stock and five-year warrants to purchase 54,601 shares of Common Stock, in consideration for $20,000. Each warrant is exercisable at $0.13 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.



On April 27, 2009, the Company entered into subscription agreements with one (1) accredited investor, for the sale of 183,334 shares of Common Stock and five-year warrants to purchase 136,501 shares of Common Stock, in consideration for $50,000. Each warrant is exercisable at $0.13 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.

On April 28, 2009, the Company entered into subscription agreements with one (1) accredited investor, for the sale of 454,546 shares of Common Stock and five-year warrants to purchase 136,501 shares of Common Stock, in consideration for $22,000. Each warrant is exercisable at $0.14 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.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Form of Amended and Restated Secured Promissory Note (incorporated by 99.1 reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the Securities Exchange Commission on January 7, 2009) Form of Subscription and Rights Agreement (incorporated by reference to
99.2 Exhibit 10.3 to the Registrant's Form 8-K filed with the Securities Exchange Commission on October 6, 2008) Form of Common Stock Purchase Warrant (incorporated by reference to
99.3 Exhibit 10.4 to the Registrant's Form 8-K filed with the Securities Exchange Commission on October 6, 2008)




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