Unassociated Document
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
July
9, 2007 (July 3, 2007)
Date
of
Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of Company as specified in its charter)
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Nevada
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0-31949
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98-0202313
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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1431
Ocean Avenue, Suite 1100
Santa
Monica, CA 90401
(Address
of principal executive offices, including zip code)
Company's
telephone number, including area code:
(310) 458-3233
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the Company under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This
Form 8-K and other reports filed by the Company from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, the Company’s management as well as
estimates and assumptions made by the Company’s management. When used in the
Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Company or the Company’s management identify forward looking
statements. Such statements reflect the current view of the Company with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Company’s industry, operations and results of operations
and any businesses that may be acquired by the Company. Should one or more
of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned. Risk factors, cautionary
statements and other conditions which could cause the Company's actual results
to differ from management's current expectations are contained in the Company's
filings with the Securities and Exchange Commission. The Company undertakes
no
obligation to update any forward-looking statement to reflect events or
circumstances that may arise after the date of this filing.
Item
1.01 Entry
into Material Definitive Agreement.
On
July
3, 2007, Innofone.com, Incorporated (the “Company”) entered into a settlement
agreement (“Settlement Agreement”) with Cogent Capital Financial, LLC (“CCF”),
Cogent Capital Investments, LLC (“CCI”), Cogent Capital Group, LLC, Gregory L.
Kofford, and Mark W. Holden (collectively, the “Cogent Parties”), to resolve all
claims asserted and all claims that could be asserted by the Company or the
Cogent Parties in certain litigation in the United States District Court for
the
Southern District of New York (“Court”) captioned Cogent
Capital Financial LLC and Cogent Capital Investments LLC v. Innofone.com,
Incorporated,
No. 07
Civ. 2701, and a related case captioned Innofone.com,
Incorporated v. Cogent Capital Financial, LLC, Cogent Capital Investments,
LLC,
Cogent Capital Group, LLC, Gregory L. Kofford, Mark W. Holden and Investors
Bank
& Trust Company,
No. 07
Civ. 3966 (collectively, the “Litigation”).
The
Litigation was focused on the Company’s claims to rescind a $50 million equity
swap financing transaction between the Company and the Cogent Parties dated
as
of June 2, 2006 (the “Swap Transaction”) and related agreements and amendments
(the “Swap Transaction Documents”). The Swap Transaction and Swap Transaction
Documents were disclosed in the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 8, 2006. The Company’s claims
against the Cogent Parties were disclosed in the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 22,
2007.
Under
the
terms of the Settlement Agreement, the parties resolved all claims asserted
and
all claims that could be asserted by the Company or the Cogent Parties in the
Litigation. In consideration, the Company agreed to issue to CCF 650,000
restricted shares of the Company’s common stock (“Settlement Shares”).
Upon
receipt of releases executed by both the Company and the Cogent Parties
(collectively, the “Releases”) and CCF’s receipt of the Settlement Shares, the
Swap Transaction Documents are terminated. Also upon receipt of the Releases,
the Cogent Parties are to instruct Investors Bank & Trust Company (“IBT”) to
return to the Company 1,850,000 shares of the Company’s common stock purchased
by CCI pursuant to that certain Securities Purchase Agreement dated June 2,
2006
(“Purchase Agreement” and included as a part of the Swap Transaction Documents);
4,815,000 shares of the Company’s Series A convertible preferred stock purchased
by CCI pursuant to the Purchase Agreement; 5,000,000 shares of the Company’s
common stock received by CCF as a fee pursuant to the Purchase Agreement; and
the warrant to purchase an additional 5,000,000 shares of Innofone’s common
stock received by CCF as a fee pursuant to the Purchase Agreement. Further
upon
receipt of the Releases, the Company shall release and relinquish all rights
with respect to the $50,000,000 in U.S. Treasury notes pledged pursuant to
the
Swap Transaction Documents.
On
July
6, 2007, the Company and the Cogent Parties filed with the Court a stipulation
of discontinuance of the Litigation with prejudice. The Litigation as against
IBT, which is not a party to the Settlement Agreement, was dismissed without
prejudice.
Item
8.01 Other
Events.
Effective
June 6, 2007, Gerard N. Casale resigned his position as Vice President of
Business Affairs of the Company. Mr. Casale will remain as outside counsel
for
the Company. Mr. Casale’s resignation is an unrelated event to the
above-referenced Settlement Agreement. During Mr. Casale’s term as Vice
President of Business Affairs, he was not an executive officer or control person
but made a significant contribution to our business. As such, we considered
Mr.
Casale to be a “significant employee” as defined in Item 401(b) of Regulation
S-B.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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10.1
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Settlement
Agreement between Innofone.com, Incorporated, Cogent Capital Financial
LLC, Cogent Capital Investments LLC, Cogent Capital Group LLC, Gregory
L.
Kofford, and Mark W. Holden, dated July 3,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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Date:
July 9, 2007
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INNOFONE.COM,
INCORPORATED
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By:
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/s/
Alex Lightman
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Alex
Lightman
Chief
Executive Officer and President
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