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ETAK > SEC Filings for ETAK > Form 8-K on 29-May-2013All Recent SEC Filings

Show all filings for ELEPHANT TALK COMMUNICATIONS CORP | Request a Trial to NEW EDGAR Online Pro



Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities

On May 23, 2013, the Company entered into a certain Stock Purchase Agreements (the "SPA") with a non-affiliated investor pursuant to which the Company issued 250,000 restricted shares ("Shares") of the Company's common stock, $0.00001 par value per share (the "Common Stock"), at the price of US$0.90 per share. The transaction contemplated in the SPA will be consummated as soon as the Additional Listing Application for the Shares is approved by the NYSE MKT LLC (the "Exchange").

On May 24, 2013, the Company entered into a certain loan agreement with an affiliate pursuant to which the Company borrowed a principal amount of 1,000,000.00 at the interest rate of 12% per annum ("Loan Agreement") and issued a warrant ("Warrant") to the affiliate to purchase 1,253,194 restricted shares of Common Stock exercisable at $1.03 per share for a term of 5 years, with a mandatory cash exercise after 12 month in case the average closing bid price is $ 1.55 or higher for 10 consecutive trading days. The transaction contemplated in the Loan Agreement will be consummated no later than May 30, 2013.

The Company has received the funds for each of the SPA and the Loan Agreement.

The Company intends to use the proceeds from the issuance of the Shares and the Loan Agreement primarily for working capital.

The securities were offered and sold only in Europe to "accredited investors" (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(2) and Regulation S of the Securities Act.

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