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| GISV.OB > SEC Filings for GISV.OB > Form 8-K/A on 21-Sep-2009 | All Recent SEC Filings |
21-Sep-2009
Unregistered Sale of Equity Securities, Financial Statements and
On July 31, 2009, Global Investor Services, Inc. (the "Company") entered into a securities purchase agreement (the "July 2009 Agreement") with accredited investors (the "July 2009 Investors") pursuant to which the July 2009 Investors purchased an aggregate principal amount of $850,000 of 8% Convertible Promissory Notes for an aggregate purchase price of $850,000 (the "July 2009 Notes"). On September 15, 2009, the Company entered into a second securities purchase agreement (the "September 2009 Agreement") with accredited investors (the "September 2009 Investors") pursuant to which the September 2009 Investors purchased an aggregate principal amount of $110,500 of 8% Convertible Promissory Notes for an aggregate purchase price of $110,500 (the "September 2009 Notes"), for a total combined aggregate principal amount of $960,500 of 8% Convertible Promissory Notes. In addition, for every $1.00 in July 2009 Notes and September 2009 Notes purchased, the July 2009 Investors and the September 2009 Investors received a common stock purchase warrant to acquire approximately sixteen and two thirds (16 2/3) shares of common stock (the "July 2009 Warrants" and the "September 2009 Warrants") resulting in the issuance of July 2009 Warrant to purchase an aggregate of 14,166,677 shares of common stock of the Company and the issuance of September 2009 Warrant to purchase an aggregate of 1,841,705 shares of common stock of the Company, for a combined total of the issuance of 16,008,382 common stock purchase warrants. In the event that the Company's volume weighted average price is greater than $0.25 for a period of 30 consecutive days, then the Company, within 30 days of such event occurring, may send notice to the July 2009 Investors and the September 2009 Investors advising that the warrants must be exercised within 30 days of such notice.
The July 2009 Notes and the September 2009 Notes are convertible at the option of the holder at any time into shares of common stock at a conversion price equal to $0.03 per share. The conversion price of the July 2009 Notes and the September 2009 Notes is subject to weighted average anti-dilution adjustment for subsequent lower price issuances by the Company, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. The full principal amount of the July 2009 Notes and the September 2009 Notes is due upon a default under the terms of the July 2009 Notes and the September 2009 Notes. The July 2009 Notes and the September 2009 Notes are secured by all of the assets of the Company, including, but not limited to, the list of the Company's subscribers, contracts with the subscribers and all intellectual property and source codes. The July 2009 Notes and the September 2009 Notes bear interest at 8% and mature three years from the date of issuance. The Company may pay interest in cash or shares of common stock of the Company, at the option of the holder. If the Company pays interest in shares of common stock, then the amount of shares to be delivered shall be equal to the dollar amount of the interest owed divided by the average closing price for the Company's common stock during the 30 calendar days immediately prior to the interest due date of the July 2009 Notes and the September 2009 Notes.
The July 2009 Warrants and the September 2009 Warrants are exercisable for a period of five years from the date of issuance at a price of $0.05 per share. The July 2009 Warrants and the September 2009 Warrants are subject to weighted average anti-dilution adjustment for subsequent issuances by the Company at a price less than the conversion price of the July 2009 Notes and the September 2009 Notes, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.
As of the date hereof, the Company is obligated on $850,000 face amount of July 2009 Notes issued to the July 2009 Investors and $110,500 face amount of September 2009 Notes issued to the September 2009 Investors, for a total of Company obligation of $960,500 in notes issued. The July 2009 Notes and the September 2009 Notes are debts of obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.
The securities were offered and sold to the July 2009 Investors and the September 2009 Investors in private placement transactions made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. The July 2009 Investors and the September 2009 Investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.
The foregoing information is a summary of each of the agreements involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K/A. Readers should review those agreements for a complete understanding of the terms and conditions associated with this financing transaction.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial statements.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
Exhibit Number Description 4.1 Form of Securities Purchase Agreement (1) 4.2 Form of Convertible Promissory Note (1) 4.3 Form of Common Stock Purchase Warrant (1) |
(1) Incorporated by reference to the Form 8K Current Report filed with the Securities and Exchange Commission filed on July 31, 2009.
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