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ANDN > SEC Filings for ANDN > Form 8-K/A on 20-Jul-2012All Recent SEC Filings

Show all filings for ANDAIN, INC.

Form 8-K/A for ANDAIN, INC.


Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities


On December 26, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an Ontario limited partnership ("Purchaser") (see Exhibit 10). Under this agreement, the Purchaser purchased from the Company 2,590,909 restricted shares of common stock at $0.11 per share for a total consideration of $285,000. The Purchaser is an affiliate of the Company. These shares were issued on or about December 31, 2011.

On January 5, 2012, the Company granted to 1568934 Ontario Limited, in connection with the purchase agreement dated December 26, 2011, an option to purchase two shares of Company common stock for each share purchased under this agreement, for a total of up to 5,181,818 shares. The exercise price of this option is 67% of the lowest share price of the first one million shares sold by the Company's underwriter to the public as of the Company public offering as set for in a Form S-1 registration statement to be filed with the Securities and Exchange Commission at a later time. This option will be exercisable commencing the following day the Company's underwriter completes the sale of the first 1,000,000 shares of the common stock and continuing up to 5:00 p.m. Pacific Standard Time on a date which is 24 months from such date.


The Company sold restricted shares of common stock as described under Item 1.01 above. With respect to these sales of unregistered securities, Andain relied on the exemptive provisions of Regulation S under the Securities Act of 1933, as amended ("Securities Act"). At all times relevant the securities were offered subject to the following terms and conditions:

The purchaser is not a U.S. Person, as defined under Rule 902 of Regulation S.

At the time of the origination of contact concerning the agreement and the date of the execution and delivery of the agreement, the purchaser was outside of the United States.

The purchaser will not, during the period commencing on the date of issuance of the shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law ("Restricted Period"), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

The purchaser will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

The purchaser has not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

Neither the purchaser nor or any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to U.S. Persons with respect to the shares and the purchaser and any person acting on its behalf have complied and will comply with the "offering restrictions" requirements of Regulation S under the Securities Act.

The transactions contemplated have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

Neither the purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the shares. The purchaser agrees not to cause any advertisement of the shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the United States or its territories, and only incompliance with any local applicable securities laws.

Each certificate representing the shares is endorsed with a restrictive legend restricting their disposition.

The purchaser consents to Andain making a notation on its records or giving instructions to any transfer agent of Andain in order to implement the restrictions on transfer of the shares.

all sales under this offering were made through Sam Shlomo Elimelech and Gai Mar-Chaim, directors of Andain.

No commissions were paid in connection with this sale. All funds received from the sale of the common stock are to be used by the Company for working capital purposes.



Exhibits included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-K.

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