Attached files
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EX-10.2 - Elevated Concepts, Inc. | v209009_ex10-2.htm |
EX-10.1 - Elevated Concepts, Inc. | v209009_ex10-1.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
Report (Date of earliest event reported): December 13, 2010
BLOGGERWAVE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53631
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26-3126279
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
|
of
Incorporation)
|
Identification
Number)
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800
West El Camino Real
Suite
180
Mountain
View, CA 94040
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(Address
of principal executive offices)
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Office:
650.943.2490
Facsimile:
650.962.1188
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(Registrant’s
Telephone Number)
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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.
On
December 13, 2010, Bloggerwave, Inc. (the “Company”) entered into a Reserve
Equity Financing Agreement (the “Financing Agreement”) and a Registration Rights
Agreement with AGS Capital Group, LLC (“AGS).
Under the
terms of the Financing Agreement, AGS has committed, subject to certain
conditions, to purchase up to $5 million (the “Commitment Amount”) of the
Company’s common stock. Although the Company is not obligated to sell
shares of its common stock to AGS under the Financing Agreement, the Financing
Agreement gives the Company the option to sell to AGS shares of its common stock
at a per share purchase price equal to 87% of the lowest closing bid price
during the five consecutive trading days after the day that the common stock
that is being advanced by the Company has been cleared at AGS’ brokerage
account. AGS is not required to purchase the Company’s shares of
common stock unless such shares have been registered for resale under the
Securities Act of 1933, as amended (the “Securities Act”).
The
Financing Agreement is effective upon the date (the “Effective Date”) that the
Securities and Exchange Commission (the “Commission”) declares effective a
registration statement (the “Registration Statement”) registering the resale of
the Company’s common stock to be issued in connection with the Financing
Agreement. The Financing Agreement terminates on the earlier of (i)
the first day of the month next following the 36-month anniversary of the
Effective Date and (ii) the date on which AGS has funded the maximum Commitment
Amount in the aggregate. Despite the foregoing, under certain
conditions, the Company may terminate the Financing Agreement, effective upon
fifteen trading days’ prior written notice to AGS. In addition, the
Financing Agreement can be terminated by the mutual written consent of the
Company and AGS.
The
Company may, at any time prior to the one-year anniversary of the Effective
Date, provide written notice to AGS that it wishes to increase the Commitment
Amount, at which time the Commitment Amount shall be deemed increased; provided
that the Company has the ability to register the additional Commitment Amount on
the Registration Statement.
As a
condition to the Financing Agreement, the directors and officers of the Company
are required to enter into a lock-up agreement (the “Lock-up Agreement”)
substantially in the form of Schedule 2.4 attached to the Financing
Agreement. Each of Ulrik Svane Thomsen, the CEO, CFO and a director
of the Company, and Jacob W. Lemmeke, a director, has entered into the Lock-up
Agreement, pursuant to which each has agreed to refrain, for a period commencing
on December 13, 2010 and expiring upon the termination of the Financing
Agreement, from selling, assigning, pledging or otherwise transferring any
shares of common stock of the Company without the prior written consent of AGS,
except in accordance of
the volume limitations set forth in Rule 144(e) promulgated under the Securities
Act.
Pursuant
to the Financing Agreement, the Company issued, as partial consideration for AGS
entering into the Financing Agreement, the number of shares of the
Company’s common stock that equaled five percent (5%) of the Commitment Amount
at the time of issuance, or 15,625,000 shares (the “Commitment
Shares”). The Commitment Shares were issued as
follows: 5,988,000 shares to AGS, 5,988,000 to Allen Silberstein (the
Founder, Principal, Chief Executive Officer and Chief Investment Officer of AGS)
and 3,649,000 to Morris Silberstein.
The
foregoing description of the Financing Agreement is qualified in its entirety by
reference to the full text of the Reserve Equity Financing Agreement dated
December 13, 2010 and the Registration Rights Agreement dated December 13, 2010,
both of which are filed as Exhibits 10.3 and 10.4 to this Current Report of Form
8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity
Securities
See Item
1.01 above.
In
addition, the Company is relying on an exemption from the registration
requirements of the Securities Act for the private placement of the Commitment
Shares pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder. The transaction does not involve a public offering, AGS
is an “accredited investor” and/or qualified institutional buyer and has had
access to information about the Company and its investment.
ITEM
9.01 Financial Statements and
Exhibits
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10.1
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Equity
Financing Agreement dated December 13, 2010 between Bloggerwave, Inc. and
AGS Capital Group, LLC, including the Lockup
Agreement*
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10.2
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Registration
Rights Agreement dated December 13, 2010 between Bloggerwave, Inc. and AGS
Capital Group, LLC*
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*Filed
herewith
SIGNATURE
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 thereunto
duly authorized.
Date:
February
11, 2011
BLOGGERWAVE
INC.
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By:
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Ulrik
Svane Thomsen
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CEO
and CFO
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