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 16, 2006
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 74-3055158
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5775 FLATIRON PARKWAY, SUITE 230
BOULDER, COLORADO 80301
(Address of Principal Executive Offices/Zip Code)
(303) 541-1005
(Registrant's telephone number, including area code)
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 ct (17 CFR 240.14d-2(B))
[_] Pre-commencement communications pursuant to Rule 13e-4(c)) under the
Exchange Act (17 CFR 240.13e-4c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On November 16, 2006, the Registrant completed the final closing of a
financing (the "Series B Financing") in the amount of $870,000, through the
issuance of units, at a purchase price of $100,000 per unit, each unit
consisting of (i) 20 shares of Series B Preferred Stock and (ii) Common Stock
Purchase Warrants ("Warrants") to purchase up to 50% of the shares of Common
Stock issuable upon the conversion of the shares of Series B Preferred Stock
purchased ("Units"). The Registrant issued 174 shares of Series B Preferred
Stock (convertible into 1,060,986 shares of Common Stock) and Warrants to
purchase 530,497 shares of Common Stock to the investors in the final closing of
the Series B Financing. The Warrants have a term of 5 years and an exercise
price of $1.03 per share. The Registrant has agreed to file with the Securities
and Exchange Commission, no later than 90 days after the closing date a
registration statement for the resale of the shares of Common Stock issuable
upon exercise of the Warrants and conversion of the Series B Preferred Stock.
The aggregate proceeds in the final closing of the Series B Financing
were comprised of $290,000 provided by Apex Investment Fund V, L.P. and $580,000
from 18 accredited investors introduced by Laidlaw & Company (UK) Ltd.
("Laidlaw").
Laidlaw acted as placement agent in the Series B Financing. For its
services as placement agent, in connection with the final closing of the Series
B Financing, the Registrant paid Laidlaw a cash fee of $72,085 and issued to
Laidlaw warrants to purchase up to 159,149 shares of Common Stock at an exercise
price of $1.03 per share. The Registrant has agreed to file with the Securities
and Exchange Commission, no later than 90 days after the closing date a
registration statement for the resale of the shares of Common Stock issuable
upon exercise of the Warrants issued to Laidlaw.
The issuance and sale of the securities issued or issuable in
connection with the final closing of the Series B Financing were exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the "Securities Act") pursuant to Rule 506 promulgated under Section
4(2) of the Securities Act.
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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.
PATRON SYSTEMS, INC.
Date: November 22, 2006 By: /s/ Martin T. Johnson
--------------------------------
Martin T. Johnson
Chief Financial Officer
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