Attached files
file | filename |
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EX-4.1 - Juma Technology Corp. | v207161_ex4-1.htm |
EX-4.3 - Juma Technology Corp. | v207161_ex4-3.htm |
EX-4.4 - Juma Technology Corp. | v207161_ex4-4.htm |
EX-4.2 - Juma Technology Corp. | v207161_ex4-2.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) January 4, 2011 (December 30,
2010)
JUMA
TECHNOLOGY CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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000-105778
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68-0605151
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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154 Toledo Street
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Farmingdale, NY
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11735
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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: (631) 300-1000
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))
TABLE
OF CONTENTS
Page
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FORWARD
LOOKING STATEMENTS
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1
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Item
1.01. Entry into a Material Definitive Agreement.
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1
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Item
2.03. Creation of a Direct Financial Obligation.
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2
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Item
3.02. Unregistered Sales of Securities.
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2
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Item
9.01. Financial Statements and Exhibits.
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3
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SIGNATURES
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4
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EXHIBIT
INDEX
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5
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i
FORWARD
LOOKING STATEMENTS
Statements
in this Current Report on Form 8-K (including the exhibits) that are not purely
historical facts, including statements regarding Juma Technology Corp.’s
beliefs, expectations, intentions or strategies for the future, may be
“forward-looking statements.” All forward-looking statements involve a number of
risks and uncertainties that could cause actual results to differ materially
from the plans, intentions and expectations reflected in or suggested by the
forward-looking statements. Such risks and uncertainties include, among others,
introduction of products in a timely fashion, market acceptance of new products,
cost increases, fluctuations in and obsolescence of inventory, price and product
competition, availability of labor and materials, development of new third-party
products and techniques that render Juma Technology Corp.’s products obsolete,
delays in obtaining regulatory approvals, potential product recalls and
litigation. Risk factors, cautionary statements and other conditions which could
cause Juma Technology Corp.’s actual results to differ from management’s current
expectations are contained in Juma Technology Corp.’s filings with the
Securities and Exchange Commission. Juma undertakes no obligation to update any
forward-looking statement to reflect events or circumstances that may arise
after the date of this filing.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Item 1.01. Entry into a Material Definitive
Agreement.
On
December 30, 2010, the Company entered into the material agreements described in
Item 3.02 below. Prior to the entry into of the material agreements described in
Item 3.02 below, there was no material relationship between the Company and
Vision Opportunity Master Fund, Ltd. and its affiliate, Vision Capital Advantage
Fund, LP except to the extent that Vision Opportunity Master Fund, Ltd. had
previously provided financings to or entered into transactions in connection
with the financings with the Company in August 2007, November 2007, March 2008,
June 2008, September 2008, November 2008, February 2009, May 2009, September
2009, December 2009, January 2010, February 2010, March 2010, April
2010, May 2010, June 2010, August 2010, September 2010, and November 2010 which
financings or transactions were the subject of Current Reports on Form 8-K filed
with the Commission on, respectively, August 22, 2007, December 5, 2007, March
13, 2008, June 24, 2008, September 17, 2008, November 19, 2008, February 12,
2009, May 27, 2009, September 30, 2009, December 29, 2009, February 2, 2010,
March 2, 2010, April 5, 2010, May 4, 2010, May 26, 2010, June 29, 2010, August
11, 2010, October 4, 2010, November 17, 2010 and November 29, 2010. In
connection with the consummation of the transactions contemplated by the
November 2007 financing, an affiliate of Vision Opportunity Master Fund, Ltd.
was appointed to the Company’s board of directors in December 2007. Vision
Capital Advantage Fund, LP, an affiliate of Vision Opportunity Master Fund,
Ltd., is a transferee of a portion of the Company’s securities owned by Vision
Opportunity Master Fund, Ltd.
-1-
Item 2.03. Creation of a Direct Financial
Obligation
On
December 30, 2010, the Company entered into agreements that create material
direct financial obligations. The agreements are more fully described in Item
3.02 below.
Item 3.02. Unregistered Sales of
Securities.
Note
and Warrant Purchase Agreement
On
December 30, 2010, the Company entered into a Note and Warrant Purchase
Agreement (the “Note Purchase Agreement”) with Vision Opportunity Master Fund,
Ltd. (the “Purchaser”). A copy of the Note Purchase Agreement is attached hereto
as Exhibit 4.1. Under the Note Purchase Agreement, the Company executed and
delivered to the Purchaser (a) the Company's $150,000 principal amount, 10%
Bridge Note (the “Note”) and (b) a Series A Warrant to purchase an aggregate
of 1,000,000 shares of the Company's common stock (the
“Warrant”).
The
Company anticipates that the proceeds of $150,000 from the sale of the Note and
Warrant, net of professional fees of approximately $1,500 incurred in connection
with the negotiation, execution, and delivery of the Note Purchase Agreement and
Warrant, will be used for general corporate purposes.
The sale
of the Note and Warrant was made in reliance upon an exemption from securities
registration afforded by the provisions of Section 4(2) of the Securities Act of
1933, as amended. In this regard, the Company relied on the representations of
the Purchaser contained in the Note Purchase Agreement.
The Note
accrues interest at 10% per annum from the date of issuance, which interest is
payable in cash at the maturity date, which is the fifth day after demand. The
Note does not contain any conversion provisions. A copy of the Note
is attached hereto as Exhibit 4.2.
The Note
contains various events of default such as failing to make a payment of
principal or interest when due, which if not cured, would require the Company to
repay the holder immediately the outstanding principal sum of and any accrued
interest on the Note. The Note requires the Company to prepay the Note if
certain “Triggering Events” or “Major Transactions” occur while the particular
security is outstanding.
The
Purchaser was issued a Series A Warrant by the Company for no additional
consideration. A copy of the Warrant is attached hereto as Exhibit 4.3. The
Warrant entitles the holder thereof to purchase 1,000,000 shares of the
Company's common stock at an exercise price of $0.15 per share; the term of the
Warrant expires March 31, 2015. The applicable exercise price of the Warrant is
subject to adjustment in a manner similar to the adjustments described
above.
The
holder of the Warrant has agreed to restrict its ability to exercise the Warrant
and receive shares of the Company's common stock such that the number of shares
of common stock held by the holder and its affiliates in the aggregate after
such exercise does not exceed 4.99% of the then issued and outstanding shares of
common stock.
The
holder of the Series A Warrant has been granted certain piggyback registration
rights under the Note Purchase Agreement and Warrant.
-2-
Waiver
of Price Protection
In
addition to the above described Note Purchase Agreement, Note, and Warrant, the
Company has entered into an Acknowledgement and Waiver of Anti-Dilution
Adjustments (the “Acknowledgement”). Under the Acknowledgement, the Company
acknowledged that the price protection provisions of the Series B Preferred
Stock were triggered by the issuance of the Series A Warrant. By
agreement, Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage
Fund, LP, as applicable, agree to waive the price protections of the Series B
Preferred Stock. A copy of the Acknowledgement is attached hereto as
Exhibit 4.4.
Item 9.01. Financial Statements and
Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits:
Exhibit
Number
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Description
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4.1
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Form
of Note and Warrant Purchase Agreement dated as of December 30, 2010 among
the Company and the Purchasers Listed on Exhibit A
thereto
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4.2
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Form
of 10% Bridge Note
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4.3
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Form
of Series A Warrant
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4.4
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Form
of Acknowledgement and Waiver of Anti-Dilution
Adjustments
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-3-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
JUMA
TECHNOLOGY CORP.
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By:
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/s/ Anthony Fernandez
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Anthony
Fernandez
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Chief
Financial Officer
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Date:
January 4, 2011
-4-
EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1
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Form
of Note and Warrant Purchase Agreement dated as of December 30, 2010 among
the Company and the Purchasers Listed on Exhibit A
thereto
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4.2
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Form
of 10% Bridge Note
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4.3
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Form
of Series A Warrant
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4.4
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Form
of Acknowledgement and Waiver of Anti-Dilution
Adjustments
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-5-