Attached files
| file | filename |
|---|---|
| EX-4.2 - iCoreConnect Inc. | ex4-2.htm |
| EX-4.1 - iCoreConnect Inc. | ex4-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) /
OF
THE SECURITIES EXCHANGE ACT OF 1934
(December
7, 2009)
Date
of report (Date of earliest event reported)
VEMICS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Nevada
|
95-4696799
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
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000-52765
{Commission
File Number}
523 Avalon Gardens Drive,
Nanuet, New York 10954
(Address
of principal executive offices) (Zip Code)
(845)
371-7380
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to satisfy
simultaneously the filing obligation 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))
On
January 27, 2010 Vemics, Inc., a Nevada corporation (the “Company”), issued a
series of Convertible Promissory Notes (the “Convertible Notes”)
to an independent private accredited investor (the “Investor”) for an
aggregate gross investment of $600,000 representing 12 units of a bridge funding
with each unit representing $50,000. Under the bridge funding, the Company may
issue a maximum of 30 units (the “Units”) on or before February 15,
2010; however, the Company may extend the expiration of the offering at its sole
discretion.
The
Convertible Notes bear interest at the rate of 10% per annum and provide for the
repayment, in either cash or stock at the discretion of the investor, of
principle and unpaid interest thereon to the Investors within 120 days of
receipt of funds. In addition the Convertible Notes
provide for, the immediate payment of 500,000 shares of common stock in the
Company per unit and 1 warrant to purchase up to 1 million additional shares in
the Company. The Investors may at any time prior to the payment of
the Convertible Notes convert all or any portion of the Convertible Notes into
shares of common stock in the Company at a conversion rate of $0.05 per
share.
In
connection with the borrowing, the Company is obligated to issue warrants (the
“Warrants”) to the Investors to purchase per Unit up to an aggregate of 1
million shares of the Company's common stock. The exercise price of
each Warrant escalates during the 5 year period beginning with $0.05 in year one
and increasing to $0.15 in year 2, $0.30 in year three, $0.50 in year four and
$1.00 in year five.
The
Company has the option of extending the maturity date of each Convertible Note
for up to two additional 120 day periods. If the Company elects to
extend the maturity date of any Convertible Note it will issue to the Investor
upon each extension of the note an additional 250,000 shares per Unit
held.
The
Company issued and sold the Convertible Note and Warrants in a private placement
transaction made in reliance upon the exemption from registration afforded by
Section 4(2) under the Securities Act of 1933, as amended (the “Securities
Act”), and Regulation D thereunder. The Company believes that the
Investors are “accredited investors” as defined in Rule 501 of Regulation D
under the Securities Act.
The
foregoing descriptions of the Convertible Notes and the Warrants do not purport
to be complete and are qualified in their entirety by reference to the full
texts of the forms of Convertible Note and Warrant filed as Exhibits 4.1
and 4.2, which exhibits are incorporated herein by reference.
This
description does not constitute an offer to sell or the solicitation of an offer
to buy any securities. The Convertible Notes and Warrants sold in the
private placement have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements under the Securities
Act or applicable state securities laws.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
See
discussion under Item 1.01 above, which discussion is incorporated by reference
herein.
Item
3.02 Unregistered Sale of Equity Securities
See
discussion under Item 1.01 above, which discussion is incorporated by reference
herein.
Item
5.02(b) Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective
December 7, 2009 Stacy Richter resigned from the Vemics board of
directors.
Item 9.01. Financial
Statements and Exhibits
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Exhibit No.
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4.1
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4.2
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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.
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Vemics,
Inc.
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Date:
February 4,
2010
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By:
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/s/ Fred
Zolla
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Fred
Zolla
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Chief
Executive Officer
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