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DROP > SEC Filings for DROP > Form 8-K on 15-Mar-2013All Recent SEC Filings

Show all filings for FUSE SCIENCE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FUSE SCIENCE, INC.


15-Mar-2013

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sales of Equity Securities.

On March 14, 2013, Fuse Science, Inc. (the "Company") repurchased its outstanding Series A Warrants (the "Series A Warrants") from the holders thereof (the "Holders") through an exchange offer. The Series A Warrants were originally issued on February 9, 2012 pursuant to a Securities Purchase Agreement dated February 7, 2012, among the Company and the Holders and were scheduled to expire on February 8, 2017. Accordingly, the Company believed that the Series A Warrants, which were currently exercisable on a "cashless basis," represented a significant market "overhang" which has now been eliminated.

Under Exchange Agreements entered into among the Company and the Holders, (a) Holders of Series A Warrants to purchase an aggregate of 21,181,965 shares of our common stock agreed to exchange their Series A Warrants for an aggregate of 38,127,538 shares of our common stock (the "Exchange Shares") (1.8 shares of our common stock for each share of common stock issuable upon exercise of the Series A Warrants) and (b) Holders of Series A Warrants to purchase an aggregate of 5,703,815 shares of our common stock agreed to exchange their Series A Warrants for (i) an aggregate of 8,555,723 Exchange Shares (1.5 Exchange Shares for each share of common stock issuable upon exercise of the Series A Warrants) and (ii) newly issued five-year warrants to purchase an equal number shares of our common stock, exercisable on a "cash only" basis at an exercise price of $0.30 per share (the "Exchange Warrants"). If exercised in full, the Exchange Warrants would generate $2.6 million in capital to the Company. The Exchange Warrants provide for registration of the underlying shares of common stock under the Securities Act of 1933 (the "Securities Act") subsequent to the expiration of the Series B Warrants that we issued on March 7, 2013 pursuant to a Securities Purchase Agreement dated March 4, 2013 that we entered into with a group of investors.

The Holders also agree to certain volume restrictions on the resale of the Exchange Shares acquired by them.

The Exchange Shares and Exchange Warrants are being issued to the Holders pursuant to the exemption from registration afforded by Section 3(a)(9) of the Securities Act.

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