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EX-10.1 - EXHIBIT 10.1 - NEXAIRA WIRELESS INC.ex10-1.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 13, 2011

NEXAIRA WIRELESS INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-53799
(Commission File Number)

20-8748507
(IRS Employer Identification No.)

#1404 – 510 West Hastings Street, Vancouver, BC  V6B 1L8
(Address of principal executive offices and Zip Code)

(604) 682-5629
(Registrant’s telephone number, including area code)

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:

[  ] 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 required by this Item is included under Item 3.02 of this current report on Form 8-K.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information required by this Item is included under Item 3.02 of this current report on Form 8-K.
 
Item 3.02 Unregistered Sales of Equity Securities.
 
On January 13, 2011 we entered into a debt settlement and subscription agreement with Nexaira, Inc., our wholly owned subsidiary and Novatel Wireless, Inc. and we issued shares of our common stock to Novatel in settlement of $621,481.11 debt owing by our subsidiary to Novatel.
 
We issued 1,500,000 shares of our common stock at a deemed price of $0.10 per share and 2,357,406 shares of our common stock at a deemed price of $0.20 per share.
 
We issued the shares to one U.S. person, who was an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these securities to this subscriber we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

 


 
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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.
 
NEXAIRA WIRELESS INC.

By:           /s/ Ralph Proceviat                                           
Name:      Ralph Proceviat
Title:        Chief Financial Officer
Dated:     January 20, 2011

 
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