Attached files
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) December 16, 2009
My Screen Mobile, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-20675 23-2932617
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
70 Yorkville Ave, Suite 300, Toronto, Ontario, Canada M5R 1B9
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 866-936-8333
(Former name or former address, if changed since last report.)
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:
__ 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.
Securities Purchase Agreement with Global Financial Enterprises, LLC
My Screen Mobile, Inc., a Delaware corporation ("My Screen")
entered into a Securities Purchase Agreement with Global Financial
Enterprises, LLC, a Florida limited liability company ("Global") dated
December 16, 2009 (the "Purchase Agreement"), to sell and issue to
Global up to US Five Million Dollars (US$5,000,000) of unsecured
convertible debentures ("Debentures"), which shall be convertible into
shares of My Screen's common stock. The Debentures accrue interest at
a rate of five percent (5%) per annum and are convertible into shares
of My Screen common stock at a price per share equal to US One Dollar
and Five Cents (US$1.05), with such price being subject to adjustment
in certain circumstances as provided in the Debenture (the "Exercise
Price").
On December 16, 2009, Global purchased the US Two Million Dollars
(US$2,000,000) of the Debentures.
The Debentures are convertible at the option of Global at the
Exercise Price. My Screen is entitled to require that Global convert
all or any portion of the Debenture at the Exercise Price upon the
achievement of either: (a) the Company having audited full year net
income in excess of US One Million Dollars (US$1,000,000) or (b) the
Company having audited full year revenues in excess of US Ten Million
Dollars (US$10,000,000).
Global's obligation to purchase the remaining US Three Million
Dollars (US$3,000,000) of the Debentures is subject to My Screen
satisfying several conditions, including My Screen confirming that its
technology has been commercially launched in Turkey and that My Screen
has signed, effective advertising contracts that are expected to
generate a minimum of $500,000 of gross revenue for My Screen.
In connection with and as more fully described in the Purchase
Agreement, My Screen agreed to grant to Global warrants to purchase
one share of My Screen common stock at a price per share equal to US
One Dollar and Fifty Cents (US$1.50) for each share of common stock in
which the Debenture is convertible. Pursuant to this requirement, My
Screen has delivered to Global a warrant to purchase 1,904,762 shares
of My Screen common stock. Additionally, as compensation under and as
more fully described in the Purchase Agreement, My Screen agreed to
grant to Global such number of warrants as is equal to three and one-
half percent (3.5%) of the gross proceeds from each closing
exercisable at a price per share equal to US One Dollar and Fifty
Cents (US$1.50) and up to 1,000,000 shares of common stock. Pursuant
to this requirement, My Screen has delivered to Global a warrant to
purchase 70,000 shares of My Screen common stock and 750,000 shares of
common stock.
My Screen has agreed to register the shares of common stock
underlying the conversion of the Debentures and the exercise of the
warrants as well as the shares of common stock granted to Global,
subject to the provisions of Rule 415 of the Securities Act of 1933.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
4.1 Securities Purchase Agreement between My Screen Mobile, Inc. and
Global Financial Enterprises, LLC
4.2 Form of Convertible Debenture issued to Global Financial
Enterprises, LLC.
4.3 Form of Warrant issued to Global Financial Enterprises
4.4 Registration Rights Agreement between My Screen Mobile, Inc. and
Global Financial Enterprises, LLC
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.
My Screen Mobile, Inc.
By: /s/ Bruce MacInnis
------------------
Bruce MacInnis,
Chief Financial Officer
Date: January 27, 2010
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Securities Purchase Agreement between My Screen Mobile,
Inc. and Global Financial Enterprises, LLC
4.2 Form of Convertible Debenture issued to Global Financial
Enterprises, LLC.
4.3 Form of Warrant issued to Global Financial Enterprises
4.4 Registration Rights Agreement between My Screen Mobile, Inc.
and Global Financial Enterprises, LLC
