Attached files
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| EX-99.1 - LIVE VENTURES Inc | v204538_ex99-1.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
Date of
Report (Date of earliest event reported): November 29,
2010
LiveDeal,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-33937
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85-0206668
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2490
East Sunset Road, Suite 100, Las Vegas, Nevada
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89120
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(Address
of Principal Executive Offices)
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(Zip
code)
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(702)
654-9646
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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 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 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive
Agreement.
On November 29, 2010, LiveDeal, Inc. (the “Company”) and Joint
Corporation FeelTech Investment Unit 1 (the “Purchaser”) entered into a Stock
Purchase Agreement (the “Agreement”) for the purchase of $200,000 worth of the Company’s common stock, $0.001
par value per share (“Common Stock”), over a three month period.
Under the terms of the Agreement, the Company agreed to sell, and the
Purchaser is obligated to purchase, Common Stock in multiple investment
tranches (each, a
“Tranche”) for an aggregate purchase price of
$200,000. The per share price in each Tranche is to be determined by adding (i) US$0.50 and
(ii) the average closing price for the Common Stock as reported by the NASDAQ
Capital Market for the 90-day period immediately preceding (but not including) the closing
date of the applicable Tranche. The Agreement provides that the Tranches
will be satisfied by the Purchaser as follows:
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·
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$50,000 was wired to the Company
on December 3, 2010 in exchange for
the Company’s issuance of 8,000 shares of Common Stock (determined by
using the $6.25 per share purchase price applicable to the first
Tranche).
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·
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an additional US$50,000 shall be
wired to the Company’s designated account on or before December 25,
2010.
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·
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an additional US$50,000 shall be
wired to the Company’s designated account on or before January 25,
2011.
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·
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an additional US$50,000 shall be
wired to the Company’s designated account on or before February 25,
2011.
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The Purchaser’s obligation to purchase
shares in future Tranches
by the dates specified is
conditioned upon, among
other things, the
representations and warranties of the Company contained in the Agreement being
accurate as of such dates. The Purchaser’s failure to satisfy the terms of the
remaining Tranches would result in the Company having the right
to repurchase any and all shares previously issued to the Purchaser for an
amount equal to the applicable purchase price of such shares less US$0.50 per share.
The Company issued and sold the shares
of Common Stock to the Purchaser in reliance on the exemption provided under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated by the
Securities and Exchange
Commission (the “SEC”)
thereunder.
The Agreement contains certain
representations and warranties of the Purchaser and the Company, including
customary investment-related representations provided by the Purchaser, as well
as acknowledgements by the Purchaser that it has reviewed certain disclosures of
the Company (including the periodic reports that the Company has filed with the
SEC) and that the Company’s issuance of the shares has not been registered with
the SEC or qualified under any state securities laws. The Company provided
customary representations regarding, among other things, its organization,
capital structure, subsidiaries, disclosure reports, absence of certain legal or
governmental proceedings, financial statements, tax matters, insurance matters,
real property and other assets, and compliance with applicable laws and
regulations.
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Item 9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release issued by LiveDeal,
Inc. on December 3, 2010
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2
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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LIVEDEAL,
INC.
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Date:
December 3, 2010
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/s/
Lawrence W.
Tomsic
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Lawrence W. Tomsic
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Chief
Financial Officer
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3
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press release issued by LiveDeal,
Inc. on December 3, 2010
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4