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):  October 10, 2013
 
 
CrowdGather, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-52143
 
20-2706319
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee
Identification No.)
 
20300 Ventura Blvd. Suite 330, Woodland Hills, CA 91364
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (818) 435-2472
 
 
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 Act (17 CFR 240.14d-2(b))
 
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
1

 
Item 1.01 Entry into a Material Definitive Agreement.

On October 10, 2013, CrowdGather, Inc. (the “Registrant”) entered into a securities purchase agreement (the “Purchase Agreement”) with three  foreign investors (the “Investors”) pursuant to which the Registrant sold  400,000 shares (“Shares”) of Series B Convertible Preferred Stock (“Preferred Stock”) and warrants to purchase shares of the Registrant’s common stock (the “Warrants”) in exchange for proceeds of $400,000, or $1.00 per share of Preferred Stock.

The Warrants grant the Investors the right to purchase 10 shares of the Registrant’s common stock for every 1 share of Preferred Stock purchased by the Investors at an exercise price of $0.08 per share.  The Warrants have an exercise term equal to 5 years and are exercisable commencing on October 10, 2013.

The designations, preferences and relative rights of the Preferred Stock are specified in the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock (the “Certificate of Designation”), a description of which is provided below in Item 5.03.

This brief description of the Purchaser Agreement above is not intended to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement attached hereto as Exhibit 10.1.  This brief description of the Warrants is not intended to be complete and is qualified in its entirety by reference to full text of the Form of Warrant as attached hereto as Exhibit 10.2.
 
Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.  On October 10, 2013, the Registrant sold 400,000 shares of Preferred Stock and Warrants to purchase shares of the Registrant’s common stock to the Investor in exchange for $400,000.  The designations, preferences and relative rights of the Preferred Stock are specified in the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock (“Certificate of Designation”), which was filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, which was filed on April 9, 2013, and is hereby incorporated by reference. The Certificate of Designation provides, among other things, that: (i) the conversion price for the shares of Preferred Stock is the price per share equal to the quotient of the original issue price of $1.00 per share (the “Original Issue Price”) divided by the number of shares of common stock into which each share of Preferred Stock may be converted (the “Conversion Rate”), subject to adjustment from time to time for recapitalizations and as otherwise set forth in the Certificate of Designation (the “Conversion Price”); (ii) each share of Preferred Stock is convertible into shares of common stock at the option of the holder at any time after the date of issuance at a Conversion Rate of 20 shares of common stock for each share of Preferred Stock; (iii) the holder of outstanding Preferred Stock will be entitled to receive dividends, when declared by the Board of Directors, at an annual dividend rate of 10% per share of Preferred Stock, with such right to receive dividends being cumulative and will accrue and be payable annually; (iv) the shares of Preferred Stock may be redeemed by the Registrant, at its option, at a redemption price equal to 120% of the amount obtained by multiplying the Original Issue Price of the Preferred Stock by the number of shares of Preferred Stock to be redeemed from the Investor; and (v) so long as any shares of Preferred Stock remain outstanding, the Registrant will not, among other things, amend or restate any provisions of the Registrant’s Articles of Incorporation or Bylaws, declare or pay dividends on any shares of common stock or other security other than Preferred Stock, authorize or issue any equity security having a preference over or being on parity with the Preferred Stock, change the authorized number of directors, or enter into indebtedness of more than $1,000,000, without the prior written consent of a majority of outstanding shares of Preferred Stock.  

The Shares and Warrants are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act afforded by Regulation S.  The Warrant Shares to be issued upon conversion of the Shares and exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.
 
 
 
2

 
Item 7.01 Regulation of FD Disclosure.

On October 15, 2013, the Registrant issued a press release to announce the Registrant’s sale of the Shares of Preferred Stock and Warrants.  A copy of the press release is attached hereto as Exhibit 99.1

The Registrant is furnishing the information in Exhibit 99.1 to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 9.01 Exhibits.
 
The following exhibits are filed with this Current Report on Form 8-K.
 
 
 
 

 
3

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CrowdGather, Inc.
 
       
Date: October 15, 2013
By:
/s/ Sanjay Sabnani 
 
   
Sanjay Sabnani
Chief Executive Officer
 
 
 
 
 
 
 
 
4

CrowdGather (PK) (USOTC:CRWG)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more CrowdGather (PK) Charts.
CrowdGather (PK) (USOTC:CRWG)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more CrowdGather (PK) Charts.