Attached files
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EX-3.1 - ProText Mobility, Inc. | v199646_ex3-1.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): October 19, 2010
Echo
Metrix, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-31590
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11-3621755
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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6800
Jericho Turnpike, Suite 208E, Syosset, New York
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11791
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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 (516) 802-0223
With
Copies to:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
New York 10006
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:
o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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ITEM
1.01. Entry into a Material Definite Agreement.
On
October 19, 2010, Echo Metrix, Inc. (the “Company”) entered into Amendment
No. 5 (“Amendment No. 5”) to the Series B Convertible Preferred Stock Purchase
Agreement, dated July 29, 2009, as amended by Amendment No. 1 to the Series B
Convertible Preferred Stock Purchase Agreement, dated September 4, 2009,
Amendment No. 2 to the Series B Convertible Preferred Stock Purchase Agreement,
dated March 4, 2010, Amendment No. 3 to the Series B Convertible Preferred Stock
Purchase Agreement, dated May 28, 2010, and Amendment No. 4 to the Series B
Convertible Preferred Stock Purchase Agreement, dated July 29, 2010 (as amended,
the “Purchase Agreement”), with Rock Island Capital, LLC (the
“Purchaser”).
Pursuant
to Amendment No. 5:
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·
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The
Purchaser agreed to purchase from the Company, and the Company agreed to
sell to the Purchaser, up to 192,500 units, with each unit consisting of
(i) one share of Series B Preferred Stock, (ii) 81.818181 shares of the
Company’s common stock and (iii) five-year warrants to purchase 181.818181
shares of the Company’s common stock at an exercise price of $0.01 (which
may be exercised on a cashless basis), for a purchase price of $9.0909 per
unit. The units will be sold in installments of at least $100,000 each on
before the 30th
day following the prior payment, with the first installment due on or
before the thirtieth day following the final payment of the aggregate
purchase price under the Agreement. In the event that the Purchaser shall
fail to timely pay any installment and does not notify the Company in
writing at least five days prior to such installment due date (upon which
notice the Purchaser shall be granted a 7-day extension), the Company may,
from and after the expiration of any and all applicable cure periods,
terminate the Agreement, and the Company shall have no right to pursue any
other remedy against Purchaser.
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·
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The
warrants issued or issuable under the Agreement shall be exercisable on a
cashless basis.
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·
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On
October 20, 2010, the Company filed an Amended and Restated Certificate of
Designation of Series B Preferred Stock, pursuant to
which:
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§
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Pursuant
to the commitment of the additional financing of $1,750,000, the number of
shares of authorized Series B Preferred Stock was increased from 550,055
to 1,000,000;
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§
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Pursuant
to the commitment of the additional financing of $1,750,000, the “Special
Dividend Amount” payable to the holders of Series B Preferred Stock was
increased from $2,500,000 to
$3,375,000;and
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§
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The
holders of Series B Preferred Stock shall be entitled to cumulative
dividends at a rate of 10% per annum, compounded annually and payable in
cash upon conversion of the Series B Preferred Stock into shares of common
stock or upon such other date as determined by the Board of Directors of
the Company.
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In connection
with the foregoing, the Company relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, for transactions not
involving a public offering.
Item
3.02. Unregistered Sales of Equity Securities.
See Item
1.01.
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Certificate of Designation of Series B Preferred
Stock
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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.
Dated
this 21st
day of October, 2010
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Echo
Metrix, Inc.
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By:
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/s/
Erica Zalbert
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Erica
Zalbert
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Chief
Financial Officer
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