Current Report
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: August 31, 2005
(Date
of
Earliest Event Reported)
Innofone.com,
Inc.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
0-31949
|
98-0202313
|
|
(State
or other jurisdiction of
incorporation
or
organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
3470
Olney-Laytonsville, Rd., Suite 118, Olney, MD 20832
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (301) 774-6913
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.
Secured
Convertible Note Offering
On
August
31, 2005, Innofone.com, Inc. (the “Company”) entered into a Securities Purchase
Agreement, dated as of August 31, 2005 (“Agreement”), by and among Innofone.com,
Inc. (the “Company”), and AJW Partners, LLC. (“Partners”), AJW Offshore, Ltd.
(“Offshore”), AJW Qualified Partners (“Qualified”) and New Millenium Capital
Partners, II, LLC (“Millenium”). Partners, Offshore, Qualified and Millenium are
collectively referred to as the “Purchasers”. The Agreement provides for the
sale by the Company to the Purchasers of Secured Convertible Term Notes (the
“Notes”) issued by the Company in the aggregate principal amount of Four Million
Dollars ($4,500,000) (“Principal Amount”). The Principal Amount is to be funded
by the Purchasers in three tranches ($1.5 million on September 1, 2005, $1.5
million upon filing the Registration Statement and $1.5 million upon
effectiveness of the Registration Statement). The offering of Notes under the
Agreement was made pursuant to Section 4(2) of the Securities Act of 1933,
as
amended. The Notes bear interest at 8% per annum, unless the common stock of
the
Company is greater than $3.50 per share for each trading day of a month, in
which event no interest is payable during such month. The Notes are convertible
into common stock of the Company at the lesser of $3.50 or a 30% discount to
the
average of the three lowest trading prices of the common stock during the 20
trading day period prior to conversion. In connection with the subject offering,
the Company issued an aggregate of 1,000,000 warrants (333,333 upon each tranche
of financing) to purchase common stock at a price of $5.00 per share. The
warrants are exercisable for a period of five years. The conversion of the
Notes
are subject to an effective Registration Statement to be filed by the Company.
The Company has the right to redeem the Notes under certain circumstances and
the right to prevent conversions in any month where the stock price is less
than
$3.50 per share. The Notes are secured by all of the Company’s assets. In
connection with the loan, Alex Lightman the Company’s President pledged
3,000,000 shares of his common stock as additional security. The proceeds of
the
offering will be used primarily for working capital.
ITEM
9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
EXHIBIT
| 99.2 |
Form
of Callable Secured Convertible Term
Note
|
| 99.3 |
Securities
Purchase Agreement (without
schedules)
|
| 99.5 |
Guaranty
and Pledge Agreement
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INNOFONE.COM,
INC.
By:
/s/
Alex Lightman
Alex
Lightman
President
Dated:
September 6, 2005