Attached files
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| EX-10.1 - EXHIBIT 10.1 - KITARA MEDIA 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 (Date of earliest event reported): August 24, 2010
ASCEND ACQUISITION CORP.
(Exact name of registrant as specified in its Charter)
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Delaware
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000-51840
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20-3881465
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction of Incorporation)
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Number)
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Identification Number)
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435 Devon Park Drive, Bldg. 700, Wayne, Pennsylvania
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19087
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (610) 977-7531
(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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[_]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On August 24, 2010, Ascend Acquisition Corp. (the “Company”) executed a convertible promissory note (the “Note”) in favor of Don K. Rice, a Company officer and director, representing the original principal amount of $30,000. The Note represents amounts heretofore advanced to the Company by Mr. Rice during March, May and July 2010. The Note is due and payable in full on demand, and bears interest at the rate of five percent (5.0%) per annum.
At any time prior to the payment in full of the entire balance of the Notes, Mr. Rice has the option of converting all or any portion of the unpaid balance of the Note into shares of the Company’s common stock at a conversion price equal to $0.05 per share, subject to adjustment upon certain events. The conversion price was equal to the recent market of the Company’s common stock. Assuming no adjustment to the conversion price, if Mr. Rice converts the entire principal balance of the Note, he would receive 600,000 shares of the Company’s common stock.
The preceding description of the terms, provisions and conditions of the Note is a summary and is qualified in its entirety by the copy of the Note that is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.
Item 9.01. Financial Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
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Number
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Exhibit Title
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10.1
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Convertible Promissory Note dated August 24, 2010 in the original principal amount of $30,000 executed by the Company in favor of Don K. Rice
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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.
| ASCEND ACQUISITION CORP.
(Registrant)
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Date: August 24, 2010
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By:
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/s/ Don K. Rice | |
| Don K. Rice,
Chief Executive Officer
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