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MEDL > SEC Filings for MEDL > Form 8-K on 31-Dec-2013All Recent SEC Filings

Show all filings for MEDL MOBILE HOLDINGS, INC.

Form 8-K for MEDL MOBILE HOLDINGS, INC.


31-Dec-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equit


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 31, 2013, MEDL Mobile Holdings, Inc., a Nevada corporation, ("MEDL" or the "Company") completed a sale to one (1) investor pursuant to a Securities Purchase Agreement of 2,000,000 shares of the Company's common stock at a price of $0.275 per share ("Financing"). The net proceeds of $550,000 will be used by MEDL for general working capital purposes.

On December 31, 2013, the Company and the investor also entered into an Amendment and Consent Agreement to amend certain terms of the March 28, 2012 Securities Purchase Agreement and Warrant agreements to, among other things, obtain consent for the Financing and eliminate certain restrictions placed on the Company (the "Amendments"). In connection with the Amendment and Consent Agreement, the investor agreed to a warrant reset price of $0.30, instead of a warrant reset price of $.0275 that would have been required due to the Financing. Also in connection with the Amendment and Consent Agreement, the Company issued the investor 2,454,545 shares of the Company's common stock so that the effective price per share of common stock sold in the March 28, 2012 $1,500,000 financing is equal to $0.275 per share, rather than $0.50 per share.

The foregoing descriptions of the Financing and the Amendments do not purport to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and the Amendment and Consent Agreement, which are Exhibits to this Current Report on Form 8-K as Exhibit 10.1.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth in Item 1.01 is hereby incorporated by reference into this Item 3.02.

The shares of Common Stock issued in the Financing and the Amendments were offered and sold in reliance on the exemption from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The purchaser represented to the Company that such purchaser is an "accredited investor" as such term is defined under Regulation D. The Financing did not involve any form of general solicitation or general advertising.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit
Number    Description

 10.1     Securities Purchase Agreement
 10.2     Amendment and Consent Agreement

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