Attached files
| file | filename |
|---|---|
| EX-4.2 - Research Solutions, Inc. | v207665_ex4-2.htm |
| EX-4.3 - Research Solutions, Inc. | v207665_ex4-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K/A
(Amendment No.
1)
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 22, 2010
DERYCZ
SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction
of
incorporation)
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000-53501
(Commission
File Number)
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11-3797644
(IRS
Employer
Identification
No.)
|
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1524
Cloverfield Blvd., Suite E
Santa
Monica, California
(Address
of principal executive offices)
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90404
(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 477-0354
N/A
(Former
name or former address, if changed since last report.)
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):
|
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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EXPLANATORY
NOTE
This
amended Current Report on Form 8-K/A (Amendment No. 1) is being filed to correct
certain of the common stock and warrant amounts set forth in Item 3.02 of the
registrant’s Current Report on Form 8-K filed on January 7, 2011. Item 3.02 is
restated in its entirety as set forth in this Amendment No. 1.
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Item
3.02
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Unregistered
Sales of Equity Securities
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Derycz
Scientific, Inc. (the “Company”) has issued the following securities that were
not registered under the Securities Act of 1933, as amended (the “Securities
Act”). The Company did not employ any form of general solicitation or
advertising in connection with the offer and sale of the securities described
below. In addition, the Company believes the purchasers of the securities are
“accredited investors” as defined in Rule 501(a) of the Securities Act. For
these reasons, among others, the offer and sale of the following securities were
made in reliance on the exemption from registration provided by Section 4(2) of
the Securities Act or Regulation D promulgated by the Securities and Exchange
Commission (the “SEC”) under the Securities Act:
Warrants
Issued to Certain Holders of December 2006 Warrants
As
previously reported by the Company in its Current Report on Form 8-K filed on
November 19, 2010 with the SEC (the “November 19th 8-K”),
on November 12, 2010, the Board of Directors of the Company accepted an
unsolicited offer made to the Company on behalf of certain of the holders of the
common stock purchase warrants issued by the Company on December 22, 2006 (the
“December 2006 Warrants”) whereby those holders of the December 2006 Warrants
offered to exercise their warrants for cash if the Company would issue
additional warrants exercisable for one-half of the number of shares obtained
upon the exercise of the December 2006 Warrants, with an exercise price of $2.00
per share, and with a three year term (the “New Warrants”). The December
2006 Warrants had an exercise price per share of $1.25 and an expiration date of
December 22, 2010.
Subsequent
to the exercises reported in the November 19th 8-K,
through December 22, 2010, an additional 7 of the December 2006 Warrants were
exercised, resulting in the issuance by the Company of an additional 7 New
Warrants representing the right to purchase 250,550 shares of common stock of
the Company at $2.00 per share with an expiration date of November 17, 2013. In
addition, as a result of the exercise of the additional December 2006 Warrants,
the Company (i) received an additional $626,375 in cash and issued an additional
501,100 shares of common stock upon the cash exercise of the December 2006
Warrants, and (ii) issued an additional 152,525 shares of common stock under the
cashless exercise provisions of the December 2006 Warrants. As of December 22,
2010, there remained outstanding and unexercised 6 of the December 2006
Warrants representing the right to purchase 81,750 shares of common stock.
However, those remaining December 2006 Warrants expired on December 22, 2010 and
may no longer be exercised.
Based
upon the aggregate number of New Warrants issued, the maximum number of shares
of common stock issuable upon the exercise of the New Warrants is 993,675.
Neither the New Warrants, nor the shares underlying the New Warrants, have been
registered under the Securities Act. The Company will use its best efforts to
register such underlying shares during 2011, however the Company is not subject
to any penalties for failure to do so.
The
proceeds to the Company from the cash exercise of the December 2006 Warrants
will be used for general working capital purposes by the Company. The proceeds
to the Company from the cash exercise of the New Warrants, if any, will be used
for general working capital purposes by the Company. The Company received no
separate consideration for the issuance of the New Warrants.
Warrants
Issued to Consultants
In
addition to the foregoing issuances, on December 21, 2010, the Company issued
warrants (the “Consultant Warrants”) to purchase an aggregate of 400,000 shares
of the Company’s common stock to two consultants for services to be rendered
under consulting agreements with the Company. All of the Consultant Warrants
have a four-year exercise term. Of the aggregate issuance, warrants to purchase
133,333 shares are exercisable at $1.75 per share and warrants to purchase
266,667 shares are exercisable at $2.25 per share. All of the Consultant
Warrants vest over a one-year period, subject to certain exceptions. Neither the
Consultant Warrants, nor the shares underlying them, have been registered under
the Securities Act. The Company has no Securities Act registration obligations
with respect to the Consultant Warrants or the underlying warrant
shares.
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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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4.1
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Form
of Common Stock Purchase Warrant dated November 17, 2010 (Incorporated by
reference to the filing of such exhibit with the Company’s Current Report
on Form 8-K filed on November 19, 2010.)
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4.2
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Form
of Common Stock Purchase Warrant dated December 21, 2010 (exercise price
of $1.75)
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4.3
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Form
of Common Stock Purchase Warrant dated December 21, 2010 (exercise price
of $2.25)
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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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DERYCZ
SCIENTIFIC, INC.
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||||
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By: /s/ Peter
Derycz
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||||
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Peter
Derycz
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||||
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Dated:
January 7, 2011
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant dated November 17, 2010 (Incorporated by
reference to the filing of such exhibit with the Company’s Current Report
on Form 8-K filed on November 19, 2010.)
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4.2
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Form
of Common Stock Purchase Warrant dated December 21, 2010 (exercise price
of $1.75)
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4.3
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Form
of Common Stock Purchase Warrant dated December 21, 2010 (exercise price
of $2.25)
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