- Current report filing (8-K)
April 04 2012 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 29, 2012
eLayaway, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-148516
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20-8235863
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(Commission File Number)
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(IRS Employer Identification No.)
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1650 Summit Lake Drive, Suite 103, Tallahassee, FL
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32317
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(Address of Principal Executive Offices)
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(Zip Code)
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(850) 219-8210
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 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 1.01 Entry
into a Material Definitive Agreement.
On March 29, 2012, eLayaway, Inc. (the “Company”)
entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Southridge Partners II, LP (the “Investor”),
a limited partnership organized and existing under the laws of the State of Delaware.
Pursuant to this Equity Purchase Agreement,
the Investor shall commit to purchase up to Ten Million Dollars ($10,000,000) of our common stock over the course of twenty four
(24) months commencing the effective date of the initial Registration Statement (as defined below) covering the Registrable Securities
(as defined below) pursuant to the Equity Purchase Agreement. The put option price is ninety-two percent (92%) of the
average of two lowest closing prices of any two applicable trading days during the five (5) trading day period commencing the date
a put notice is delivered to the Investor in a manner provided by the Equity Purchase Agreement.
The “Registrable Securities” include
the Put Shares, any Blackout Shares (each as defined in the Equity Purchase Agreement) and any securities issued or issuable with
respect to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.
We are obligated to file a registration statement
(the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC’) to cover the
Registrable Securities no later than forty-five (45) days after the execution of the Equity Purchase Agreement. The amount of the
Registrable Securities required to be included in the initial Registration Statement shall be no less than 100% of the maximum
amount of common stock permitted by the SEC to be included in a Registration Statement pursuant to Rule 415 (the “Rule 415
Amount”) promulgated under the Securities Act of 1933, as amended (the “Act”), and shall file additional Registration
Statement(s) to register additional Rule 415 Amounts until all the Registrable Securities are registered.
In connection with the Equity Purchase Agreement,
the Company paid the Investor a fee of $25,000 which was recorded in a convertible promissory note which has interest of 8% per
annum and matures on April 1, 2013. The note is convertible at the rate equal to the current market price multiplied by seventy
percent.
The above description of the Equity Purchase
Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the documents
themselves.
Item 3.02 Unregistered Sales
of Equity Securities.
See Item 1.01 above.
In addition, the Company is relying on an exemption
from the registration requirements of the Act for the private placement of our securities under the Equity Purchase Agreement pursuant
to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering,
the Investor is an “accredited investor” and/or qualified institutional buyer and the Investor has access to information
about us and its investment.
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.
Date: April 4,
2012
eLAYAWAY, INC.
By:
/s/ Sergio A. Pinon
Sergio A. Pinon
Chief
Executive Officer