Attached files
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| EX-4.1 - FORM OF SECURED CONVERTIBLE PROMISSORY NOTE - EcoReady Corp | f8k122310ex4i_ecoready.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - EcoReady Corp | f8k122310ex10i_ecoready.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): December 23, 2010
EcoReady Corporation
(Exact Name of Registrant as specified in charter)
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Florida
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000-52910
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65-0736042
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employee Identification No.)
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555 Winderley Place, Suite 300
Orlando, FL 32751
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(Address of Principal Executive Offices)
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(407) 571-6846
(Registrant’s telephone number, including area code)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
On December 23, 2010, EcoReady Corporation (the “Company”) closed on a financing (the “Private Offering”), with three (3) accredited investors for (i) the issuance and sale of secured convertible promissory notes (the “Notes”) and (ii) 2,000,001 shares (the “Shares”) of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”).
The Notes, in the aggregate, are for the principal amount of $252,000 and are convertible into shares of the Common Stock at a conversion price equal to 80% of the average of the three lowest closing bid prices of the Common Stock as reported by Bloomberg L.P. for the ten trading days preceding the date of conversion, subject to certain adjustments. The Notes bear an interest rate of 10% per annum and have a maturity date of March 23, 2010.
The Private Offering was an unregistered sale of securities conducted pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
The foregoing description of the Private Offering, the Notes, Subscription Agreement and the Warrants are not intended to be complete and is qualified in their entirety by the complete text of those agreements attached as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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4.1
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Form of Secured Convertible Promissory Note
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10.1
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Form of Subscription Agreement
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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.
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ECOREADY CORPORATION
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Dated: December 30, 2010
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By:
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/s/ Boris Rubizhevsky
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Boris Rubizhevsky
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Chief Executive Officer
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