Attached files
file | filename |
---|---|
EX-10.2 - EXHIBIT 10.2 - CLICKER INC. | ex102.htm |
EX-10.1 - EXHIBIT 10.1 - CLICKER INC. | ex101.htm |
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
Date
of report (date of earliest event reported): November 18,
2009
CLICKER
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
0-32923
|
33-0198542
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
18952
MacArthur Blvd, Suite 210, Irvine, CA 92612
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (949) 486-3990
Copy
of correspondence to:
Michael
Ference, Esq.
Thomas A.
Rose, Esq.
James M.
Turner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
Tel: (212)
930-9700 Fax: (212) 930-9725
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered Sales of Equity Securities.
On
November 18, 2009, CLICKER Inc. (the “Company”) entered into a Securities
Purchase Agreement (the “Purchase Agreement”) with SBCH Charitable Foundation,
an accredited investor (the “Investor”), providing for the sale by the Company
to the Investor of a 10% convertible debenture in the principal amount of
$120,000 (the “Debenture”).
The
Debenture matures on the first anniversary of the date of issuance (the
“Maturity Date”) and bears interest at the annual rate of 10%. The
Company is not required to make any payments until the Maturity
Date.
The
Investor may convert, at any time, the outstanding principal and accrued
interest on the Debenture into shares of the Company’s common stock (“Common
Stock”) at a conversion price per share equal to the lesser of (i) forty
percent (40%) of the average of the closing bid price of the Common Stock
during the five (5) trading days immediately preceding the Conversion Date as
quoted by Bloomberg, LP or (ii) $0.00192.
The
Investor has agreed to restrict its ability to convert the Debenture and receive
shares of the Company’s common stock such that the number of shares of common
stock held by the Investor in the aggregate and its affiliates after such
conversion or exercise does not exceed 4.99% of the then issued and outstanding
shares of the Company’s common stock.
ITEM
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
10.01
|
Securities
Purchase Agreement, dated as of November 18, 2009, by and between CLICKER
Inc. and SBCH Charitable Foundation
|
|
10.02
|
Form
of Convertible Debenture, issued November 18,
2009
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CLICKER
INC.
|
||
Dated:
November 19, 2009
|
BY:
|
/s/ ALBERT AIMERS
|
Albert
Aimers
Chief
Executive Officer
|
||