Attached files
| file | filename |
|---|---|
| EX-10.1 - KITARA MEDIA CORP. | v229334_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): July 25, 2011 (July 19, 2011)
ASCEND ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
|
Delaware
|
000-51840
|
20-3881465
|
||
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
970 West Broadway, PMB 402, Jackson, Wyoming
|
83001
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (307) 734-2645
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):
|
¨
|
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 July 19, 2011, Ascend Acquisition Corp. (the “Company”) issued a convertible promissory note to Jonathan J. Ledecky, the Company’s Chief Executive Officer, with a principal amount of $10,000. The Note represents amounts previously advanced to the Company by Mr. Ledecky on June 30, 2011. The note is due and payable in full on demand and bears interest at the rate of 5% per annum. At any time prior to the payment in full of the entire balance of the note, Mr. Ledecky has the option of converting all or any portion of the unpaid balance of the note into shares of the Company’s common stock at a conversion price equal to $0.20 per share, subject to adjustment upon certain events. The conversion price was set at a premium to the market price of the Company’s common stock on the date prior to the date of issuance of the note.
The preceding description of the terms, provisions and conditions of the note is a summary and is qualified in its entirety by the copy of the note that is attached hereto as Exhibit 10.1.
|
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
|
The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.
2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
10.1
|
Convertible Promissory Note dated July 19, 2011 in the original principal amount of $10,000 executed by the Company in favor of Jonathan J. Ledecky.
|
|
|
|
3
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 hereunto duly authorized.
Date: July 25, 2011
|
ASCEND ACQUISITION CORP.
|
||
|
By:
|
/s/ Jonathan J. Ledecky
|
|
|
Name: Jonathan J. Ledecky
|
||
|
Title: Chief Executive Officer
|
||
4