Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - PERVASIP CORP | ex99-1.htm |
| EX-10.1 - WARRANT CANCELLATION AGREEMENT - PERVASIP CORP | ex10-1.htm |
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: February 11, 2010
(Date of
earliest event reported)
PERVASIP
CORP.
(Exact
name of Registrant as specified in its charter)
New
York
(State or
other jurisdiction of incorporation)
|
0-4465
|
13-2511270
|
|
(Commission
File No.)
|
(I.R.S.
Employer
Identification
No.)
|
75
South Broadway, Suite 400
White
Plains, New York 10601
(Address
of principal executive offices; zip code)
(914)
620-1500
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2.
below):
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|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01. Entry
into a Material Definitive Agreement.
On February 11, 2010, Pervasip Corp.
(the “Company”) signed a warrant cancellation agreement with Valens U.S. SPV I,
LLC, Valens Offshore SPV I, LLC and Valens Offshore SPV II, Corp. (collectively,
the “Holders” and each a “Holder”) wherein the Holders agreed to cancel all of
the existing warrants they hold to purchase in the aggregate159,052,573 shares
of common stock of the Company when the Company obtains equity financing of
$300,000 from an identified investment group. The warrants were
originally issued to the Holders in connection with the issuance by the Company
of various secured term notes, and currently have remaining terms of
approximately 2 to 12 years.
Under the terms of the agreement, each
Holder agreed to execute and deliver a cancellation of warrant notice to the
Company upon receipt of satisfactory evidence that the Company received
incremental equity of at least $50,000. For every $50,000 in equity
the Company receives, the Holders shall cancel warrants to purchase an aggregate
of 25 million shares. Upon receipt of $300,000 in total, all of the
warrants in the possession of the Holders will be cancelled.
The
description above is not a complete description of the material terms of the
transaction and is qualified in its entirety by reference to the warrant
cancellation agreement entered into in connection with the transaction, a copy
of which is included as an exhibit to this Current Report on Form
8-K.
While the
company has reached an agreement in principle to provide the required equity
financing from an identified investment group, the agreement in principle is
non-binding and there can be no assurance that all or any portion of such equity
investment will be made.
SECTION
9 – FINANCIAL STATEMENT AND EXHIBITS
Item
9.01 Financial
Statements and Exhibits.
| (c) | Exhibits. | |
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Number
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Documents
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10.1
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Warrant
Cancellation Agreement dated as of February 11, 2010
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99.1
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Press
release of Pervasip Corp. dated February 11,
2010
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2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
| PERVASIP CORP. | |||
|
Date: February
17, 2010
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By:
|
/s/ Paul H. Riss | |
|
Paul
H. Riss
Chief
Executive Officer
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