Add
ESWW.OB to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| ESWW.OB > SEC Filings for ESWW.OB > Form 8-K on 2-Sep-2009 | All Recent SEC Filings |
2-Sep-2009
Entry into a Material Definitive Agreement, Creation of a D
Effective August 28, 2009, the Issuer (the "Company") issued $1.6 million of 9% convertible debentures (the "Debentures") to six (6) accredited investors under Rule 506 of Regulation D. Of the $1.6 million received by the Company, $500,000 was received from a director of the Company through the exchange of a $300,000, unsecured 9% subordinated demand short term loan previously provided to the Company on August 11, 2009 and an additional $200,000 investment made by the director in the offering.
The Debentures are for a term of three (3) years and are convertible into shares of the Company's common stock at the option of the holder by dividing the principal amount of the Debenture to be converted by $0.50. The Debentures earn interest at a rate of 9% per annum payable in cash or in shares of the Company's common stock at the option of the holder. If the Holder elects to receive interest in shares of common stock, the number of shares of common stock to be issued for interest shall be determined by dividing accrued interest by $0.50. Subject to the holder's right to convert, the Company has the right to redeem the Debentures at a price equal to one hundred and ten percent (110%) multiplied by the then outstanding principal amount plus unpaid interest to the date of redemption. Upon maturity, the debenture and interest is payable in cash or common stock at the option of the Holder. The Debentures contain customary price adjustment protections.
See Item 1.01 above.
(c) Exhibits
10.1 Form of Securities Subscription Agreement between the Company and Investor.
10.2 Form of 9% Three (3) Year Debenture issued by the Company.
Date: September 2, 2009
By: /s/ David J. Johnson
David J. Johnson Chief Executive
Officer and President
|
|