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SRER > SEC Filings for SRER > Form 8-K on 10-Jun-2014All Recent SEC Filings

Show all filings for SEARCHCORE, INC.

Form 8-K for SEARCHCORE, INC.


10-Jun-2014

Unregistered Sale of Equity Securities, Financial Statements and Exhibits


Item 3.02. Unregistered Sales of Equity Securities.

Asher Enterprises, Inc.

On June 2, 2014, we entered into a Securities Purchase Agreement with KBM Worldwide, Inc., pursuant to which we sold to KBM a 8% Convertible Promissory Note in the original principal amount of $63,000 (the "Note"). The Note has a maturity date of March 15, 2015, and is convertible after 180 days into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 58% multiplied by the Market Price (representing a discount rate of 42%). "Market Price" means the average of lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means the closing bid price on the applicable day. The "Fixed Conversion Price" shall mean $0.00005. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 0 and 30 days after issuance - 109% of the principal amount; (b) between 31 and 60 days after issuance - 114% of the principal amount; (c) between 61 and 90 days after issuance - 120% of the principal amount; (d) between 91 and 120 days after issuance - 124% of the principal amount; and (e) between 121 and 180 days after issuance - 130% of the principal amount. The purchase and sale of the Note closed on June 9, 2014, the date that the purchase price was delivered to us.

The issuance of the Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Securities Purchase Agreement dated June 2, 2014

10.2 Convertible Promissory Note dated June 2, 2014


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