Form 8-K for ACCELERIZE NEW MEDIA INC
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6-May-2010
Unregistered Sale of Equity Securities, Financial Statements and Exhibit
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On April 30, 2010 in connection with a private placement to a total of 21 accredited investors, as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, (the "Securities Act"), Accelerize New Media, Inc. (the "Company") issued a total of 7,455 units at a price of $100 each. Each unit consists of 250 shares of the Company's Common Stock and a 3-year Warrant to purchase up to an additional 250 shares of Common Stock at an exercise price of $0.65 per share. The Warrants expire 3 years after the date of issuance.
The Company raised an aggregate gross amount of $745,500. The Company paid an aggregate amount of $72,155 in placement agent fees and issued 105,125 shares of common stock and warrants to purchase up to an additional 45,625 shares of common stock at an exercise price of $0.65 per share, to the placement agents, pursuant to the terms of the private placement agreements.
The above issuance was deemed to be exempt under Regulation D, Regulation S, and Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors and transfer was restricted in accordance with the requirements of the Securities Act.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction where such offering would be unlawful.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits
4.1 Form of Subscription Agreement and Investor Questionnaire.
4.2 Form of Warrant.
10.1 Placement Agent Agreement by and between the Company and Network 1
Financial Securities, Inc., dated August 14, 2009, as amended on September 9, 2009.
10.2 Placement Agent Agreement by and between the Company and Skybanc, Inc., dated November 9, 2009.
10.3 Placement Agent Agreement by and between the Company and Security Research Associates, Inc., dated November 23, 2009.
10.4 Placement Agent Agreement by and between the Company and Financial Life Planning LLC, dated December 18, 2009, as amended on February 18, 2010.
10.5 Placement Agent Agreement by and between the Company and Sandgrain Securities Inc., dated March 19, 2010.