- Current report filing (8-K)
24 9월 2010 - 5:17AM
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 20, 2010
IMAGE METRICS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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333-123092
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20-1719023
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1918
Main Street, 2nd Floor
Santa
Monica, California
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90405
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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: (310) 656-6551
________________________________________________
(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 of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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IMAGE
METRICS, INC.
September
23, 2010
Item
3.02. Unregistered Sales of Equity Securities
On September 20, 2010, we completed a
third closing of a private placement of an aggregate of 100,000 units, with each
unit consisting of one share of our series A convertible preferred stock, par
value $.001 per share, and a detachable, transferable warrant to purchase common
stock, at a purchase price of $1.00 per unit, to purchasers that qualified as
accredited investors, as defined in Regulation D, pursuant to the terms of a
Confidential Private Placement Memorandum dated May 18, 2010. Each share
of series A convertible preferred stock is initially convertible into one share
of common stock at any time. Each warrant entitles the holder to purchase
one-half share of common stock at an exercise price of $1.50 per share through
July 25, 2014, subject to redemption provisions based on the trading price and
trading volume of our common stock.
The
placement agents in the private placement received an aggregate of $10,000 in
cash placement fees and warrants to purchase 10,000 shares of our common stock
in connection with the initial closing of the private placement. The
warrants have an exercise price of $1.20 per share, have a cashless exercise
provision, have registration rights that are the same as those afforded to
investors in the private placement and are otherwise identical to the warrants
issued to investors in the private placement.
The
shares of our series A convertible preferred stock and warrants issued in the
private placement were exempt from registration under Section 4(2) of the
Securities Act of 1933 as a sale by an issuer not involving a public offering or
under Regulation D promulgated pursuant to the Securities Act of 1933.
None of the series A convertible preferred stock or warrants, or shares of
our common stock underlying such preferred stock and warrants, were registered
under the Securities Act, or the securities laws of any state, and were offered
and sold in reliance on the exemption from registration afforded by Section 4(2)
and Regulation D (Rule 506) under the Securities Act and corresponding
provisions of state securities laws, which exempts transactions by an issuer not
involving any public offering. Such securities may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements and certificates evidencing such shares contain a
legend stating the same.
Following
the closing of the private placement, we had 26,199,813 shares of common stock
outstanding, inclusive of 10,330,536 shares issuable upon the conversion of our
series A convertible preferred stock. We also had outstanding warrants to
purchase 8,965,939 shares of our common stock, at exercise prices of $1.20 or
$1.50 per share, and outstanding stock options to purchase a total of 4,962,590
shares of our common stock.
The
certificate of amendment to our articles of incorporation, which describes the
preferences, rights and limitations of the series A convertible preferred stock,
and the form of warrant to purchase common stock were previously filed with the
SEC as exhibits to our current report on Form 8-K dated March 10,
2010.
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 thereunto
duly authorized.
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Date:
September 23, 2010
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IMAGE
METRICS, INC.
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By:
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/s/ Ron
Ryder
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Ron
Ryder
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Chief
Financial Officer
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