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ETAK > SEC Filings for ETAK > Form 8-K on 12-Jun-2013All Recent SEC Filings

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



Entry into a Material Definitive Agreement, Financial Statement

Item 1.01 Entry Into a Material Definitive Agreement.

On June 11, 2013, Elephant Talk Communications Corp. (the "Company") entered into a Purchase Agreement ("Purchase Agreement") with each holder of the Company's Senior Secured Convertible Notes issued on March 29, 2013 ("Convertible Notes") pursuant to which the Company shall purchase the Convertible Notes at the purchase price equal to 110% of the aggregate of the outstanding principal amount of the Convertible Notes and interest due as of and including the Closing Date (as defined below). The aggregate purchase price for all holders of the Convertible Notes is approximately $6.7 million. The consummation of such purchase is one of the closing conditions to the transaction contemplated in the Amendment No. 1 (the "Amendment to SPA") to that certain Securities Purchase Agreement (the "SPA") dated June 11, 2013 with certain investors relating to a registered direct offering by the Company (the "Offering"). The closing of the transaction contemplated in the Purchase Agreement shall take place simultaneously with the closing of the Offering. If the transactions contemplated in the Purchase Agreement have not occurred by June 15, 2013, each holder has the option to terminate its Purchase Agreement.

A form of the Purchase Agreement is filed as Exhibit 10.1 to this Report. The descriptions of the material terms of the Purchase Agreement contained in this Report are qualified in their entirety by reference to Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Purchase Agreement, dated June 11, 2013, by and among the Company and each holder of the Convertible Notes.

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