Attached files
| file | filename |
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| EX-10.3 - REGISTRATION RIGHTS AGREEMENT - ENSURGE INC | esgi8k20101209ex10-3.htm |
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - ENSURGE INC | esgi8k20101209ex10-1.htm |
| EX-10.2 - COMMON STOCK PURCHASE WARRANT - ENSURGE INC | esgi8k20101209ex10-2.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 earliest event reported: December 9, 2010
ENSURGE, INC.
(Exact name of registrant as specified in charter)
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NEVADA
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33- 03275
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87-0431533
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(State or other jurisdiction
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(Commission
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(IRS employer
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of incorporation)
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file number)
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identification no.)
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2825 E. Cottonwood Parkway, Suite 500
Salt Lake City, Utah 84121
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code (801) 990-3457
Item 3.02 Unregistered Sale of Equity Securities
Effective December 9, 2010, the Company accepted private placement funds from accredited investors. A total of $500,000 was received in exchange for units consisting of one million (1,000,000) shares of the Company’s common stock, plus five hundred thousand (500,000) warrants with an exercise price of $1.00. The warrants are exercisable over a term of five years. All investors were “accredited investors.” The Company has approximately 28.5 million shares common stock issued and outstanding. The Company believes the sale of the units are exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering as well as Regulation D, Rule 506.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 10.1 Securities Purchase Agreement
Exhibit 10.2 Common Stock Purchase Warrant
Exhibit 10.3 Registration Rights Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENSURGE, INC.
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Date: December 9, 2010
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By /s/ Jeff A. Hanks
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Jeff A. Hanks
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Chief Financial Officer
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