Attached files

file filename
EX-10.2 - COMMON STOCK PURCHASE WARRANT - ENSURGE INCesgi8k20101230ex10-2.htm
EX-10.1 - SECURITIES PURCHASE AGREEMENT - ENSURGE INCesgi8k20101230ex10-1.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 earliest event reported: December 30, 2010


ENSURGE, INC.
(Exact name of registrant as specified in charter)

NEVADA
33- 03275
87-0431533
(State or other jurisdiction
(Commission
(IRS employer
of incorporation)
file number)
identification no.)


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 30, 2010, the Company accepted private placement funds from an institutional investor.  A total of $800,000 was received in exchange for warrants exercisable for the right to purchase four million (1,600,000) shares of the Company’s common stock.  No additional consideration is required to exercise the warrants.  The Company has approximately 29 million shares common stock issued and outstanding. If the entire warrant for 1,600,000 were excised the outstanding would be approximately 32 million shares of common stock issued and outstanding.  The Company believes the conversions 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.

 
ITEM 9.01  Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit 10.1                      Securities Purchase Agreement
 
Exhibit 10.2                      Common Stock Purchase Warrant
 
 
 

 

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.


 
ENSURGE, INC.
   
   
   
Date: December 30, 2010
By  /s/ Jeff A. Hanks              
 
Jeff A. Hanks
 
Chief Financial Officer