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EX-10 - EX 10.1 SUBSCRIPTION AGREEMENT - ROSTOCK VENTURES CORProstock8k061311ex101.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): June 6, 2011


ROSTOCK VENTURES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

  

333-144944

  

98-0514250

(State or other jurisdiction

  

(Commission File Number)

  

(IRS Employer

of Incorporation)

  

  

  

Identification Number)

  

  

  

  

  

  

  

3033 Fifth Avenue, Suite 400

San Diego, CA 92103

  

  

  

  

(Address of principal executive offices)

  

  

  

  


(619) 546-6100

  

  

  

  

(Registrant’s Telephone Number)

  

  

 

(Former name or former address, if changed since last report)


Copy of all Communications to:

Carrillo Huettel & Zouvas, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile (619) 546-6060


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):


     ..    Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


     ..    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Rostock Ventures Corp.

Form 8-K

Current Report


ITEM 1.01      

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On May 20, 2011, Rostock Ventures Corp., a Nevada corporation (the “Company”), accepted, per the terms of that certain Subscription Agreement (the “Subscription Agreement”), $50,000 from Enavest Internacional S.A. in exchange for 714,286 shares of the Company’s restricted common stock priced at $0.07 per share, par value $0.001. As of June 6, 2011, the Company had received the full amount due per the Subscription Agreement.


The above description of the Subscription Agreement is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Subscription Agreement, this reference is made to such agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by this reference.


ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES


The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.


Exemption From Registration. The shares of Common Stock referenced herein are intended to be issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.


ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS


(d)

Exhibits


Exhibit No.

Description

10.1

Subscription Agreement dated May 20, 2011


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 thereunto duly authorized.


 

 

Date: June 13, 2011

Rostock Ventures Corp.

  

  

  

By: /s/ Gregory Rotelli

 

  

Gregory Rotelli

President & CEO

  




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