Item 3.02 Unregistered Sales of Equity Securities.
As described in the Current Report on Form 8-K filed on September 28, 2009, which is incorporated by reference herein, Beacon Enterprise Solutions Group, Inc. ("the Company") has engaged a registered broker-dealer (the "Placement Agent") in a private placement of up to 3,750,000 units (the "Common Units"), for an aggregate purchase price of $3,000,000, with each Common Unit comprised of (i) one share of Common Stock, and (ii) a five year warrant to purchase one-half share of Common Stock (each, an "Investor Warrant") at a purchase price of $1.00 per share (collectively the "Common Offering"). In the event that the Common Offering is oversubscribed, the Company may sell and issue up to an additional 1,250,000 Common Units.
On October 28, 2009, the Company sold and issued an aggregate of 380,000 Common Units for an aggregate purchase price of $304,000. The Company has used the proceeds of the Common Offering to provide working capital. The Placement Agents have earned cash commissions of $30,400 in connection with these placements and warrants to purchase 38,250 shares of Common Stock.
The Investor Warrants each have a five year exercise period and an exercise price of $1.00 per share of Common Stock, payable in cash on the exercise date or cashless conversion if a registration statement or current prospectus covering the resale of the shares underlying the Investor Warrants is not effective or available at any time more than six months after the date of issuance of the Investor Warrants. The exercise price is subject to adjustment upon certain occurrences specified in the Investor Warrants. The Company has used the proceeds of the Common Offering to provide working capital.
The Company is relying on an exemption from registration provided under
Section 4(2) of the Securities Act for the issuance of the Investor Warrants and shares of its Common Stock, which exemption the Company believes is available because the securities were not offered pursuant to a general solicitation and the status of the purchasers of the shares as "accredited investors" as defined in Regulation D under the Securities Act. This report is neither an offer to purchase, nor a solicitation of an offer to sell, securities. The securities offered have not been registered under the Securities Act and may not be offered in the United States absent registration or an applicable exemption from registration requirements.
THE INFORMATION CONTAINED IN THIS REPORT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION OF AN OFFER TO SELL, SECURITIES. THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

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