Attached files
| file | filename |
|---|---|
| EX-3.1 - Thwapr, Inc. | v191143_ex3-1.htm |
| EX-2.1 - Thwapr, Inc. | v191143_ex2-1.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): July 16, 2010
|
THWAPR,
INC.
|
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
000-53640
|
26-1359430
|
||
|
(State
or Other
Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
220
12th
Avenue, 3rd
Floor,
New
York, NY 10001
|
|
(Address
of Principal Executive Office) (Zip
Code)
|
Registrant's
telephone number, including area code: +1 (877) 841-5343
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):
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))
Section
1 - Registrant’s Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement.
On July
20, 2010, Thwapr, Inc. (the “Company”), entered
into an Exchange Offer Agreement (the “Exchange Agreement”)
with various holders of the Company’s Common Stock (the “Stockholders”),
whereby the Stockholders agreed to exchange 141,184,908 shares of Common Stock
at a ratio of one (1) share of Series A Preferred Stock for three (3) shares of
Common Stock, for an aggregate of 47,061,636 shares of Series A Preferred Stock,
with such rights and designations of the Series A Preferred Stock evidenced by
the Certificate of Designation described below.
Subject
to certain exceptions as set forth in the Exchange Agreement, the sale or
transfer of the shares of Series A Preferred Stock and the shares of Common
Stock issuable upon conversion of the Series A Preferred Stock are prohibited
until the earlier to occur of (x) July 20, 2012 or (y) the occurrence of a
Change in Control, as defined in the Certificate of Designation.
The
Company agreed to take all necessary action to amend the Company’s Articles of
Incorporation, including obtaining the requisite stockholders’ approval for such
amendment, no later than twelve (12) months from the date of the Exchange
Agreement, to provide that the Board of Directors may designate the voting power
of the Preferred Stock, if any, regardless of the equivalent voting ratio to
Common Stock.
The form
of the Exchange Agreement is attached to this report as Exhibit 2.1 and the
terms and conditions are incorporated herein. The foregoing statements are not
intended to be a complete description of all terms and conditions.
Section
5 - Corporate Governance and Management
Item
5.03. Amendments to Articles of
Incorporation
As
authorized by the Company’s Articles of Incorporation, the Board of Directors of
the Company has designated 47,061,636 shares of the 50,000,000 authorized shares
of preferred stock, as Series A Preferred Stock, having such powers,
designation, preferences, limitations, restrictions and relative rights as set
forth in the Certificate of Designation for the Company’s Series A Preferred
Stock (the “Certificate of
Designation”) filed with the Nevada Secretary of State on July 16,
2010.
The
shares of Series A Preferred Stock are convertible into shares of Common Stock
at a ratio of three (3) shares of Common Stock for each one (1) share of Series
A Preferred Stock (subject to adjustments as set forth in the Certificate of
Designation), at the option of the Stockholder or automatically upon a Change of
Control as set forth in the Certificate of Designation. The Series A
Preferred Stock rank pari passu with the Common Stock with respect to dividends
and rights upon liquidation, dissolution or winding up of the
Corporation. The Series A Preferred Stock will vote together with the
Common Stock and not as a separate class. The Series A Preferred
Stock will initially vote only on a share for share basis with the Common Stock
on any matter until the Company shall have filed an amendment to its Articles of
Incorporation with the Nevada Secretary of State providing that the Board of
Directors may designate the voting power of the Preferred Stock, if any,
regardless of the equivalent voting ratio to Common Stock. Upon the effective
date of the such amendment each share of Series A Preferred Stock will have a
number of votes equal to the number of shares of Common Stock then issuable upon
conversion of each share of Series A Preferred Stock.
The text
of the Certificate of Designation is attached as Exhibit 3.1
hereto.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit
|
||
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No.
|
Description
|
|
|
2.1
|
Exchange
Offer Agreement dated July 20, 2010, made by and between the Company and
certain Stockholders
|
|
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3.1
|
Certificate
of Designation of Series A Preferred
Stock
|
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.
| Date: July 21, 2010 | THWAPR, INC. | ||
|
|
By:
|
/s/ Barry Hall | |
| Barry Hall | |||
| Chief Financial Officer | |||