Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
August
8, 2007
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-31949
|
98-0202313
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
1431
Ocean Avenue, Suite 1100
Santa
Monica, CA 90401
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (310)
458-3233
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Statements
in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Innofone's beliefs,
expectations, intentions or strategies for the future, may be "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. All
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from the plans, intentions
and
expectations reflected in or suggested by the forward-looking statements. Such
risks and uncertainties include, among others, introduction of products in
a
timely fashion, market acceptance of new products, cost increases, fluctuations
in and obsolescence of inventory, price and product competition, availability
of
labor and materials, development of new third-party products and techniques
that
render Innofone’s products obsolete, delays in obtaining regulatory approvals,
potential product recalls and litigation. Risk factors, cautionary statements
and other conditions which could cause Innofone's actual results to differ
from
management's current expectations are contained in Innofone's filings with
the
Securities and Exchange Commission. Innofone undertakes no obligation to update
any forward-looking statement to reflect events or circumstances that may arise
after the date of this filing.
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
August
8, 2007, Innofone.com, Incorporated (the “Company” or “Innofone”) issued to
James and Lisa Goodell (the “Investor”) for an aggregate purchase price of Fifty
Thousand Dollars ($50,000): (i) Seven Hundred Sixty Nine Thousand Two Hundred
Thirty (769,230) shares of common stock, par value $.001 per share (the “Common
Stock”), of the Company (the “Shares”) and (ii) a warrant to purchase Seven
Hundred Sixty Nine Thousand Two Hundred Thirty (769,230) shares of Common Stock
(the “Warrant”). Prior to August 8, 2010, the Company has the option to redeem
all the Shares for an amount equal to 200% of the purchase price. In addition,
in the event that the Company issues equity securities with a price per share
less than the price per share paid by the Investor, the Company shall issue
such
additional number of Shares to the Investor so that the adjusted price per
share
paid by the Investor shall equal such new price per share. The Warrant grants
the Investor the right to purchase the Common Stock of the Company at an
exercise price of $.13 per share. The Warrants are exercisable for a period
of
five years.
The
foregoing summary of the Securities Purchase Agreement and Stock Purchase
Warrant is subject to, and qualified in its entirety by the Securities Purchase
Agreement and Stock Purchase Warrant, copies of which are filed with this report
as Exhibits 10.1 and 10.2, respectively.
We
claim
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”) for the private placement of these securities pursuant to
Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Investor was an “accredited investor” and/or qualified institutional buyers,
the Investor had access to information about the Company and its investment,
the
Investor took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c)
EXHIBITS.
|
Exhibit
Number
|
Description
|
| |
|
|
10.1*
|
Securities
Purchase Agreement by and between Innofone and James and Lisa Goodell,
dated August 8, 2007
|
|
10.2*
|
Warrant
issued by Innofone to James and Lisa Goodell, dated August 8,
2007
|
*
Filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
| |
|
|
|
INNOFONE.COM,
INCORPORATED
|
|
|
|
By:
|
|
/s/
Alex Lightman
Chief
Executive Officer and
President
|
August
16, 2006
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
| |
|
|
10.1*
|
Securities
Purchase Agreement by and between Innofone and James and Lisa Goodell,
dated August 8, 2007
|
|
10.2*
|
Warrant
issued by Innofone to James and Lisa Goodell, dated August 8,
2007
|
*
Filed
herewith