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MFON > SEC Filings for MFON > Form 8-K on 3-Jul-2013All Recent SEC Filings

Show all filings for MOBIVITY HOLDINGS CORP.

Form 8-K for MOBIVITY HOLDINGS CORP.


3-Jul-2013

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities

In its Form 8-K filed on June 20, 2013, Mobivity Holdings Corp. (the "Company") reported the first closing of its private placement transactions under the Securities Purchase Agreement dated June 17, 2013 (the "Securities Purchase Agreement") and the Convertible Secured Promissory Note Conversion Agreement dated June 17, 2013 (the "Note Conversion Agreement"), in which the Company closed on $5,795,000 of its common stock financing and closed on the conversion of $5,218,208 of aggregate principal and accrued but unpaid interest.

On June 27, 2013 and June 28, 2013, the Company consummated the second and third closings, respectively, of the transactions contemplated by the Securities Purchase Agreement and the Note Conversion Agreement. The Company issued an aggregate of 7,805,000 shares of its common stock to the investors in the Securities Purchase Agreement for gross proceeds of $1,561,000. In addition, the Company issued an aggregate of 1,158,504 shares of its common stock to the investors in the Note Conversion Agreement in exchange for the cancellation of Notes in the aggregate principal amount of $217,218 and aggregate accrued interest of $14,483. The Company also issued Warrants to purchase an aggregate of 903,280 shares of the Company's common stock to the investors in the Note Conversion Agreement. The shares and the Warrants were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Emerging Growth Equities, Ltd. ("EGE") acted as placement agent for the private placement and received $100,520 in commissions from the Company for the two closings. In addition, EGE also received Warrants to purchase 502,600 shares of the Company's common stock, exercisable for a period of five years from the closing date, at an exercise price of $0.20 per share.


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