Semotus Solutions Inc (Other)
20 9월 2007 - 4:51AM
Edgar (US Regulatory)
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): September 13, 2007
SEMOTUS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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718 University Ave., Suite 202 Los Gatos, CA 95032
(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
(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 (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 CRF 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On September 13, 2007, Mr. Richard Sullivan requested the conversion of the
entire outstanding principal amount of $225,000 of the convertible promissory
note issued to him on November 13, 2006, and all accrued interest up to and
including September 13, 2007, which comes to a total of $240,000, into
restricted common shares of Semotus Solutions, Inc. at a conversion price equal
to two dollars ($2.00) per share (reflecting the 20 for 1 reverse split that
occurred on July 20, 2007), which equals a total of 120,000 shares of our
restricted common stock.
As part of the terms of the convertible promissory note, we agreed to file a
registration statement with the Securities and Exchange Commission within sixty
days of the date of the conversion request, to qualify the resale of the shares
of common stock issuable upon the conversion of the note.
The securities to be issued in this conversion have not been registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements of the Securities Act of 1933. The appropriate restrictive legend
will be placed on the certificates and stop transfer instructions will be issued
to the transfer agent.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit
Number Description Location
------ ----------- --------
2.1 Investment Agreement by and among Semotus Solutions, Incorporated by reference to Exhibit 2.2 of Registrant's
Inc. and Richard Sullivan dated November 13, 2006. Form 8-K filed on November 16, 2006.
4.1 Convertible Promissory Note dated November 13, 2006. Incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K filed on November 16, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: September 18, 2007 By: /s/ Anthony N. LaPine
--------------------------
Anthony N. LaPine,
Chief Executive Officer
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