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ATCH > SEC Filings for ATCH > Form 8-K on 24-Oct-2012All Recent SEC Filings

Show all filings for AIRTOUCH COMMUNICATIONS, INC.

Form 8-K for AIRTOUCH COMMUNICATIONS, INC.


24-Oct-2012

Entry into a Material Definitive Agreement, Creation of a Direct Fi


Item 1.01 Entry Into a Material Definitive Agreement.

On October 19, 2012, AirTouch Communications, Inc. (the "Company") entered into a Note Purchase Agreement with an unaffiliated investor pursuant to which the Company issued and sold an unsecured promissory note for $2,000,000. The note is in the original principal amount of $2,000,000 and bears interest on the unpaid principal amount at the rate of fifteen percent (15%) per annum. Interest on the unpaid principal amount is payable monthly in arrears and the principal and any remaining accrued and unpaid interest is due and payable on August 17, 2013; provided, that the Company shall be required to apply against the principal amount a portion of the proceeds from the sale of the Company's wireless communication devices and 50% of the proceeds received from the sale of the Company's equity securities.

As additional consideration for the $2 million loan, the Company issued to the investor a warrant to purchase 100,000 shares of the Company's common stock, over a three year period expiring on October 17, 2015, at an exercise price of $0.75 per share. The warrant includes customary cashless exercise and anti-dilution provisions.

The Company paid a finder's fees on the transaction in the amount of $30,000.



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

On October 19, 2012, the Company issued an unsecured promissory note in the original principal amount of $2,000,000, as more fully described in Item 1.01 above



Item 3.02 Unregistered Sales of Equity Securities.

On October 19, 2012, the Company issued to one investor an unsecured promissory note in the original principal amount of $2,000,000 and a warrant to purchase 100,000 shares of the Company's common stock, as more fully described in Item 1.01 above. The Company paid a finder's fees on the transaction in the amount of $30,000. The note and warrant were issued pursuant to Section 4(2) of the Securities Act of 1933.


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