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CRMB > SEC Filings for CRMB > Form 8-K/A on 23-Oct-2012All Recent SEC Filings

Show all filings for CRUMBS BAKE SHOP, INC.

Form 8-K/A for CRUMBS BAKE SHOP, INC.


23-Oct-2012

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sales of Equity Securities.

On October 9, 2012, pursuant to that certain Exchange and Support Agreement, dated as of May 5, 2011, (a) Julian R. Geiger exchanged, for no consideration other than the surrender thereof, 319,600 New Crumbs Class B Exchangeable Units (the "Units") of Crumbs Holdings LLC ("Holdings") and 31,960 shares of the Company's Series A Voting Preferred Stock (the "Series A Stock") that he owned for 319,600 shares of Common Stock, (b) EHL Holdings, LLC exchanged, for no consideration other than the surrender thereof, 694,700 Units and 69,470 shares of Series A Stock that it owned for 694,700 shares of Common Stock, (c) John D. Ireland exchanged, for no consideration other than the surrender thereof, 39,000 Units and 3,900 shares of Series A Stock that he owned for 39,000 shares of Common Stock, and (d) Bauer Holdings, Inc. exchanged, for no consideration other than the surrender thereof, 506,700 Units and 50,670 shares of Series A Stock that it owned for 506,700 shares of Common Stock.

As disclosed in Item 3.02 of the Company's Current Report on Form 8-K filed on November 16, 2011, Mr. Geiger's Units and shares of Series A Stock were granted at the time of his appointment as the Company's Chief Executive Officer in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act. As disclosed in Item 3.02 of the Company's Current Report on Form 8-K filed on May 11, 2011, and subsequently amended on May 23, 2011 and July 29, 2011, the Units and shares of Series A Stock owned by EHL Holdings, LLC Mr. Ireland and Bauer Holdings, Inc. were granted pursuant to that certain Business Combination Agreement, dated as of January 9, 2011, as amended on each of February 18, 2011, March 17, 2011 and April 7, 2011, by and among the Company, 57th Street Merger Sub LLC, Holdings, the members of Holdings immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement, and the representatives of such members in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated thereunder.

All other information required by this Item is contained in Item 1.01 of this report, which is incorporated herein by reference.

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