Current Report Filing (8-k)
2016年5月16日 - 11:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 16, 2016 (May 13, 2016)
Inventergy Global, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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000-26399
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62-1482176
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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900 E. Hamilton Avenue #180
Campbell, CA
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95008
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(408) 389-3510
Not Applicable
(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 to the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 13, 2016, Inventergy
Global, Inc. (the “
Company
”) entered into, and consummated the transactions contemplated by, a securities purchase
agreement (the “
Purchase Agreement
”) with certain accredited investors (the “
Investors
”).
Pursuant to the Purchase Agreement, the Company sold to the Investors in a private placement 369 shares of Series D Convertible
Preferred Stock (“
Series D Preferred Stock
”), each having a stated value of $1,000, for aggregate gross proceeds
of $369,000 (the “
Financing
”). The Company’s chief executive officer and each of the members of the Company’s
board of directors participated in the Financing in which they invested an aggregate of $144,000.
The Series D Preferred
Stock is immediately convertible into shares of the Company’s common stock, subject to certain beneficial ownership limitations,
at an initial conversion price equal to $1.98 per share, subject to adjustment.The shares of common stock issuable upon conversion
of the Series D Preferred Stock are subject to trading restrictions until the six month anniversary of the issuance date of the
Series D Preferred Stock, unless they are included in a registration statement filed by the Company prior to such date. The Series
D Preferred Stock contains provisions providing for an adjustment in the conversion price upon the occurrence of certain events,
including stock splits, stock dividends and fundamental transactions. The Company may redeem some or all of the Series D Preferred
Stock for cash as follows: (i) on or prior to August 11, 2016, in an amount equal to 120% of the aggregate stated value then outstanding,
and (ii) after August 11, 2016, in an amount equal to 135% of the aggregate stated value then outstanding.
Each Investor also
received a common stock purchase warrant (the “
Warrants
”) to purchase up to a number of shares of common stock
equal to 85% of such Investor’s subscription amount. The Warrants are exercisable for a term of five years commencing six
months and one day after the closing of the Financing (the “
Initial Exercise Date
”) at a cash exercise price
of $1.87 per share. 50% of the Warrants vested immediately and the remainder of the Warrants will vest only if an Investor’s
shares of Series D Preferred Stock remain outstanding at the Initial Exercise Date. In the event the shares underlying the Warrants
are not subject to a registration statement at the time of exercise, the Warrants may be exercised on a cashless basis after six
months from the issuance date. The Warrants also contain provisions providing for an adjustment in the exercise price upon the
occurrence of certain events, including stock splits, stock dividends and fundamental transactions. The Purchase Agreement contains
customary representations, warranties, and covenants, including covenants relating to public reporting and the use of proceeds.
The securities offered
have not been registered under the Securities Act of 1933, as amended, and the Investors may not sell or otherwise transfer the
securities in the United States absent registration or an applicable exemption from registration requirements. This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.
The foregoing summaries of the Purchase Agreement and the Warrants are qualified
in their entirety by reference to the full text of each such document. Copies of the Purchase Agreement and the Warrants are attached
hereto as Exhibits 10.1 and 4.1, respectively, and they are incorporated herein by reference.
Item 3.02
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Unregistered Sale of Equity Securities.
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The information set
forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
The
Preferred Stock and Warrants issued in the Financing were issued in reliance upon an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “
Securities Act
”), as set forth in Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D promulgated thereunder.
Item 5.03
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Amendment to Articles of Incorporation or Bylaws.
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The information set
forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
On May 13, 2016, the
Company filed a Certificate of Designation to its Amended and Restated Certificate of Incorporation (the “
Certificate
of Designation
”) with the Secretary of State of the State of Delaware, authorizing and establishing the rights, preferences,
and privileges of the Series D Preferred Stock. The summary of the terms of the Certificate of Designation set forth above is qualified
in its entirety by reference to the full text of the document. A copy of the Certificate of Designation is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number
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Description
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3.1
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Certificate of Designation of Series D Convertible Preferred Stock
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4.1
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Form of Common Stock Purchase Warrant
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10.1
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Form of Securities Purchase Agreement,
dated May 13, 2016, among the Company and the Investors
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SIGNATURES
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.
Dated: May 16, 2016
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INVENTERGY GLOBAL, INC.
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By:
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/s/ Joseph W. Beyers
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Name: Joseph W. Beyers
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Title: Chief Executive Officer
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Inventergy Global (CE) (USOTC:INVT)
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から 7 2023 まで 7 2024
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