Current Report Filing (8-k)
June 20 2014 - 8:30AM
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): June 19, 2014
VRINGO, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware |
001-34785 |
20-4988129 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
780 Third Avenue, 15th Floor,
New York, NY 10017
(Address of Principal Executive Offices
and Zip Code)
Registrant’s telephone number,
including area code: (212) 309-7549
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)) |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On June 19, 2014, the Company entered privately
into letter agreements with certain of its warrant holders, pursuant to which such warrant holders exercised for cash certain of
their outstanding Series 1 Warrants and Series 2 Warrants to purchase an aggregate of 5,697,227 shares of the Company’s shares
of common stock, par value $0.01 per share (the “Common Stock”), at an exercise price of $1.76 per share, for a total
net proceeds to the Company of $10,027,208. The Company issued to such warrant holders warrants to purchase an aggregate of 5,412,366
of the Company’s shares of Common Stock, at an exercise price of $5.06 per share and with an expiration date of June 21,
2015. The newly issued warrants include customary terms and do not contain cashless exercise or anti-dilution features. The Company
is under no obligation to register the shares of common stock underlying them.
The warrants and the shares issuable upon
exercise of the warrants have not been registered under the Securities Act of 1933, as amended, or state securities laws. The Company
is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(2) thereof.
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.
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VRINGO, INC. |
|
|
|
|
Date: June 20, 2014 |
By: |
/s/ Andrew
D. Perlman |
|
|
|
Name: |
Andrew D. Perlman |
|
|
|
Title: |
Chief Executive Officer |
|
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