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EX-10.01 - EXHIBIT 10.01 - NET TALK.COM, INC.v327998_ex10-01.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): November 6, 2012

 

NET TALK.COM, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Florida 000-53668 20-4830633
(State of Incorporation) (Commission File Number) (IRS Employer
    Identification Number)

 

1100 NW 163rd Drive, No. Miami Beach, Florida 33169

(Address of principal executive offices)       (Zip code)

 

(305) 621-1200

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below of the Form 8-K if the 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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

On November 6, 2012, Net Talk.com, Inc. (the “Company”) borrowed $100,000 from an institutional accredited investor and, in exchange, the Company issued its 10% Senior Secured Debenture, due December 31, 2013 (the “10% Senior Secured Debenture”). The 10% Senior Secured Debenture is one of a series of debentures having similar terms issued to the institutional accredited investor. The 10% Senior Secured Debenture, among other matters, accrues interest at 10% per annum, is payable in full on December 31, 2013, is secured by all of the assets of the Company, and provides for a default rate of interest of no less than 18% upon an event of default. Proceeds from the 10% Senior Secured Debenture are for marketing and general working capital.

 

 

 

ITEM 9.01 Exhibits

 

The following exhibits are filed with this Form 8-K:

 

Exhibit No.: Description:

 

10.0110% Senior Secured Debenture, due December 31, 2013

 

 

 

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.

 

 

Net Talk.com, Inc.

 
       
  By: /s/ Anastasios Kyriakides  
  Name: Anastasios Kyriakides  
  Title: Chief Executive Officer  
  Dated: November 9, 2012