- Current report filing (8-K)
July 16 2009 - 5:21PM
Edgar (US Regulatory)
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): July 10, 2009
BEYOND
COMMERCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52490
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98-0512515
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9029
South Pecos
Suite
2800
Henderson,
Nevada 89074
(Address
of principal executive offices, including zip code)
(702)
463-7000
(Registrant’s
telephone number, including area code)
Copies
to:
Gregory
Sichenzia, Esq.
Darrin M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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 July 10, 2009, Beyond Commerce, Inc.
(the “Company”) and OmniReliant Holdings, Inc. entered into an Amended and
Restated Securities Purchase Agreement (the “Amended Purchase
Agreement”). Pursuant to the Amended Purchase Agreement, Omni
purchased from the Company a Debenture with a face amount of $583,330, with the
Company receiving gross proceeds of $500,000. Pursuant to the Amended Purchase
Agreement, Omni may still purchase additional Debentures with face values of up
to $1,750,010, with the Company receiving proceeds of up to $1,500,000 on dates
and amounts agreed upon by the Company and Omni.
Pursuant to the Amended Purchase
Agreement, the Company has sold Omni an aggregate of $1,750,010 of Debentures
and received gross proceeds of $1,500,000. Omni was also issued
warrants to purchase 2,499,986 shares of the Company’s Common Stock with an
exercise price of $0.70 per share. The warrants are exercisable, for five years
from the date of issuance. The Debentures are convertible into shares
of the Company’s Common Stock at any time at the option of the Holder at a
conversion price of $0.70 per share, subject to adjustment (the “Conversion
Price”). Interest on the Debenture is 10% per annum and it has a
Maturity Date of July 10, 2010. The Debentures cannot be converted to
common stock to the extent such conversion would cause the holder of the
Debenture, together with such holder’s affiliates, to beneficially own in excess
of 4.99% (or a maximum 9.99% in certain cases) of the Company’s outstanding
common stock immediately following such conversion.
Beginning
six months from the original issue date of the Debentures, on the 1
st
of each
month (the “Monthly Redemption Date”) the Company must redeem the Monthly
Redemption Amount ($97,221.66 for each $583,330 Debenture, plus accrued but
unpaid interest, liquidated damages and any other amounts then owing to the
Holder under the Debenture). The Monthly Redemption Amount payable on each
Monthly Redemption Date shall be paid in cash at a rate of 110% of the Monthly
Redemption Amount or upon 30 trading days’ notice the Company may in lieu of
cash pay all or part of the Monthly Redemption Amount in conversion
shares (“Conversion Shares”) based on a conversion price equal to the
lesser of (i) the then Conversion Price and (ii) 80% of the average of the VWAPs
for the 5 consecutive trading days ending on the trading day that is immediately
prior to the applicable Monthly Redemption Date. The Company may not
pay the Monthly Redemption Amount in Conversion Shares unless from the date the
Holder receives the Monthly Redemption notice though the date the Monthly
Redemption is paid in full, the Equity Conditions (as defined in the Debenture)
have been satisfied or waived by the Holder and as to such Monthly Redemption,
prior to such Monthly Conversion Period (but not more than 5 trading days prior
to the commencement of the Monthly Conversion Period (as defined in the
Debenture)), the Company shall have delivered to the Holder’s account with The
Depository Trust Company a number of shares of Common Stock to be applied
against such Monthly Redemption Amount equal to the quotient of (x) the
applicable Monthly Redemption Amount divided by (y) the lesser of (A) the
Conversion Price and (B) 80% of the average of the 5 VWAPs during the period
ending on the 3
rd
Trading
Day immediately prior to the date of the Monthly Redemption
notice.
The Company claims an exemption from
the registration requirements of the Act for the private placement of these
securities pursuant to Section 4(2) of the Securities Act of 1933 and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investor was an accredited investor
and/or qualified institutional buyer, the investor had access to information
about the Company and their investment, the investor took the securities for
investment and not resale, and the Company took appropriate measures to restrict
the transfer of the securities.
Copies of
the Amended and Restated Securities Purchase Agreement, the Debenture,
and the Warrant, are filed as exhibits to this Current Report on
Form 8-K. The summary of these agreements set forth above is
qualified by reference to such exhibits.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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See Item
1.01 above.
Item
3.02
Unregistered Sales of Equity Securities
See Item
1.01 above.
Item
9.01
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Financial
Statements and Exhibits
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(a)
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Financial
statements.
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Not
applicable.
(b)
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Pro
forma financial information.
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Not
applicable.
Exhibit
Number
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Description
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10.1
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Amended
and Restated Securities Purchase Agreement dated July 10, 2009 by and
between the Company and OmniReliant Holdings, Inc.
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10.2
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Form
of Debenture
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10.3
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Form
of
Warrant
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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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Beyond
Commerce, Inc.
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By:
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/s/
Mark
Noffke
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Chief
Financial Officer
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Date:
July 16, 2009
Exhibit
Index
Exhibit
Number
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Description
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10.1
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Amended
and Restated Securities Purchase Agreement dated July 2, 2009 by and
between the Company and OmniReliant Holdings, Inc.
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10.2
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Form
of Debenture
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10.3
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Form
of
Warrant
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4
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