- Current report filing (8-K)
June 23 2009 - 2:49PM
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):
June 23,
2009
GSV,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-23901
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13-3979226
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
191 Post Road, Westport, CT
06880
(Address
of principal executive offices, zip code)
Registrant's
telephone number, including area code:
(203)
221-2690
N/A
(Former
name or former address, if changed since last report)
Forward-Looking
Statements
Some of
the statements in this document are forward-looking statements that involve
risks and uncertainties. These forward-looking statements include statements
about our plans, objectives, expectations, intentions and assumptions that are
not statements of historical fact. You can identify these statements
by the following words:
-
"may"
-
"will"
-
"should"
-
"estimates"
-
"plans"
-
"expects"
-
"believes"
-
"intends"
and
similar expressions. GSV, Inc. (“GSV”) cannot guarantee its future
results, performance or achievements. GSV’s actual results and the timing of
corporate events may differ significantly from the expectations discussed in the
forward-looking statements. You are cautioned not to place undue
reliance on any forward- looking statements. Potential risks and
uncertainties that could affect GSV’s future operating results include, but are
not limited to, its limited operating history, history of losses, need to raise
additional capital, and the high risk nature of its business, as well as other
risks described in GSV’s most recent annual report on Form 10-K filed with the
Securities and Exchange Commission.
Item
1.01. Entry into a Material Definitive Agreement.
On June
23, 2009, GSV and D. Emerald Investments Ltd. (“Emerald”) entered into an
agreement dated as of May 10, 2009 (the “Extension Agreement”), pursuant to
which GSV and Emerald agreed to extend and renew an 8% convertible promissory
note in the principal amount of $200,000 (the “Original Note”) and a warrant to
purchase 1,142,857 shares of GSV’s common stock, par value $.001 per share, at
an exercise price of $.70 per share (the “Original Warrant”). The
Original Note and Original Warrant were issued pursuant to a Purchase Agreement
dated as of May 11, 2004 between Emerald and GSV, and had previously been
amended by agreements dated as of May 10, 2005, May 10, 2006 May 10, 2007 and
May 10, 2008 between the parties. Pursuant to the Extension
Agreement, the Original Note has been amended and restated in a substitute note
with a maturity date of July 10, 2010 (the “Substitute Note”) and the Original
Warrant has been amended and restated in a substitute warrant with an expiration
date of May 10, 2010 (the “Substitute Warrant”).
The
Substitute Note bears interest at the rate of 8% per annum, payable quarterly in
arrears. On May 10, 2009, there was $93,866 of interest accrued on
the Substitute Note. The calculation of interest has been modified so
that the accrued interest includes interest on all previously accrued interest
from the date of the note; and going forward interest will continue to accrue on
accrued and unpaid interest. Principal and accrued interest on the
Substitute Note is convertible at a price of $.70 per share at any time prior to
July 10, 2010. The Substitute Note provides that if the principal and
interest due on the maturity date is not paid, the Note will bear interest at a
default rate of 12% per annum. Upon the occurrence of an event of
default, Emerald may, at its sole option, declare the entire principal amount of
the Substitute Note and any interest due thereon immediately due and
payable. Events of default include failure to pay the principal
amount on the maturity date or any interest when due, commencement by GSV or
against GSV of any proceeding or other action relating to bankruptcy or
reorganization, GSV’s breach or failure to perform or observe any obligation
contained in the Substitute Note, Purchase Agreement or Substitute Warrant or
GSV’s failure to ensure that any conversion of the Substitute Note is effected
upon request. Payment and performance under the Substitute Note is
guaranteed by Polystick U.S. Corp. ("Polystick") and secured by a pledge
agreement between Polystick and Emerald pursuant to which Polystick has pledged
200,000 shares of GSV’s Series B Preferred Stock to Emerald.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
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Description
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10.1
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Agreement
dated as of May 10, 2009 by and between GSV, Inc. and D. Emerald
Investments Ltd.
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10.2
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Amended
and Restated Convertible Promissory Note issued to D. Emerald Investments
Ltd. dated as of May 10, 2009.
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10.3
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Amended
and Restated Warrant issued to D. Emerald Investments Ltd. dated as of May
10, 2009.
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10.4
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Guarantor’s
waiver and consent by Polystick U.S. Corp. in favor of D. Emerald
Investments Ltd.
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*
* * *
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
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GSV,
INC.
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(Registrant)
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Dated: June
23, 2009
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By:
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/s/ Gilad Gat
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Gilad
Gat
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|
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Chief
Executive Officer
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|
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(Principal
Executive
Officer)
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