Item
1.01 Entry into a Material
Definitive Agreement
Regulation S Debt Conversion Agreements - Shares
MobiVentures Inc. (“We” or the “Company”) has entered into a
Regulation S debt conversion agreement (the “Conversion Agreement”) with each of
Nigel Nicholas, the Chief Executive Officer, the Director of Operations and a
director of the Company, Ian Downie, a director of the Company, Pollux OU and
Tracebit Holding Oy (together, the “Creditors”) whereby the Company has agreed
to issue to the Creditors a total of 8,051,714 shares of common stock of the
Company (the “Shares”) as repayment and settlement of an aggregate of $169,086
of indebtedness owed by the Company to the Creditors (the “Indebtedness”) on the
basis of one Share for each $0.021 of the Indebtedness. The Shares will be
issued pursuant to either Rule 903 of Regulation S of the Securities Act of 1933
(the “Act”) and, as such, are restricted securities. Each Creditor entered into
a Conversion Agreement with the Company that included representations,
warranties and covenants regarding the restricted status of the securities. The
Company has granted piggyback registration rights to the Creditors. The issuance
of the Shares was approved by written consent board resolutions of the Company’s
board of directors on November 9, 2007.
Pollux OU, is a shareholder of the Company whose director, Miro
Wikgren, is also a director and Chief Technical Officer of the Company. Pollux
OU will be issued a total of 2,450,000 Shares in consideration for the repayment
of a total US$51,450 in settlement of the Indebtedness owed by the Company to
Pollux OU.
Tracebit Holding Oy is a shareholder of the Company whose
Chairman, Peter Åhman, is also a director, President, Chief Financial Officer,
Secretary and Treasurer of the Company. Tracebit Holding Oy will be issued
3,000,000 Shares in consideration for the repayment of a total US$63,000 in
settlement of the Indebtedness owed by the Company to Tracebit Holding Oy.
A form of the Conversion Agreement is attached hereto as
Exhibit 10.1
.
Regulation S Debt Conversion Agreement -
Warrants
The Company has also entered into a Regulation S debt
conversion agreements (the “Conversion Agreement”) with Gary Flint, a director
of the Company, whereby the Company has agreed to issue to Mr. Flint a total of
1,915,000 warrants (the “Warrants”) to purchase a total of 1,915,000 shares of
common stock of the Company (the “Warrant Shares”). The Warrants will be issued
by the Company in repayment and settlement of an aggregate of $40,215 of
indebtedness owed by the Company to Mr. Flint (the “Indebtedness”) on the basis
of one Warrant Share for each $0.021 of the Indebtedness. The Warrants will be
issued pursuant to Rule 903 of Regulation S of the Securities Act of 1933 (the
“Act”) and, as such, the Warrant Shares to be issued upon exercise of the
Warrants are restricted securities. Mr. Flint entered into a Conversion
Agreement with the Company that included representations, warranties and
covenants regarding the restricted status of the securities. The Company has
granted piggyback registration rights to Mr. Flint. The issuance of the Warrants
to Mr. Flint was approved by written consent board resolutions of the Company’s
board of directors on November 9, 2007.
A form of the Conversion Agreement is attached hereto as
Exhibit 10.2
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SECTION 3 – SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered
Sales of Equity Securities
We have completed the following sales of equity securities in
transactions that have not been registered under the Securities Act of 1933 (the
“Act”) and that have not been reported on our previously filed periodic reports
filed under the Securities Exchange Act of 1934 (the “Exchange Act”):
-
On November 9, 2007, we issued a total of 8,051,714 shares of our common
stock to four investors, each of whom is a director and officer of the
Company, pursuant to debt conversion agreements entered into between the
Company and each of the investors in repayment and settlement of a total of
$169,086 of our indebtedness to the investors at a conversion price of $0.021
per share pursuant to Rule 903 of Regulation S of the Act. No commissions were
paid in connection with the completion of this offering. We completed the
offering of the shares pursuant to Rule 903 of Regulation S of the Act on the
basis that the sale of the shares was completed in an “offshore transaction”,
as defined in Rule 902(h) of Regulation S. We did not engage in any directed
selling efforts, as defined in Regulation S, in the United States in
connection with the sale of the shares. In the debt conversion agreements, the
investors represented to us that the investors were not U.S. persons, as
defined in Regulation S, and were not acquiring the shares for the account or
benefit of a U.S. person. The debt conversion agreements also included
statements that the securities had not been registered pursuant to the Act and
that the securities may not be offered or sold in the United States unless the
securities are registered under the Act or pursuant to an exemption from the
Act. The investors agreed by execution of the debt conversion agreement: (i)
to resell the securities purchased only in accordance with the provisions of
Regulation S, pursuant to registration under the Act or pursuant to an
exemption from registration under the Act; (ii) that we are required to refuse
to register any sale of the securities purchased unless the transfer is in
accordance with the provisions of Regulation S, pursuant to registration under
the Act or pursuant to an exemption from registration under the Act; and (iii)
not to engage in hedging transactions with regards to the securities purchased
unless in compliance with the Act. All securities issued will be endorsed with
a restrictive legend confirming that the securities had been issued pursuant
to Regulation S of the Act and could not be resold without registration under
the Act or an applicable exemption from the registration requirements of the
Act. Piggyback registration rights were granted to the investors.
-
On November 9, 2007, we issued a total of 1,915,000 warrants to one
investor, namely Gary Flint, a director and officer of the Company, pursuant
to a debt conversion agreement entered into between the Company and the
investor in repayment and settlement of a total of $40,215 of our indebtedness
to the investor. The warrants are exercisable at a conversion price of $0.021
per share for a period of five years pursuant to Rule 903 of Regulation S of
the Act. No commissions were paid in connection with the completion of this
offering. We completed the offering of the warrants pursuant to Rule 903 of
Regulation S of the Act on the basis that the sale of the warrants was
completed in an “offshore transaction”, as defined in Rule 902(h) of
Regulation S. We did not engage in any directed selling efforts, as defined in
Regulation S, in the United States in connection with the sale of the
warrants. The investor represented to us that the investor was not U.S.
persons, as defined in Regulation S, and was not acquiring the warrants for
the account or benefit of a U.S. person. The debt conversion agreement
executed between us and the investor included statements that the securities
had not been registered pursuant to the Act and that the securities may not be
offered or sold in the United States unless the securities are registered
under the Act or pursuant to an exemption from the Act. The investor agreed by
execution of the debt conversion agreement for the warrants: (i) to resell the
securities purchased only in accordance
2
with the provisions of Regulation S,
pursuant to registration under the Act or pursuant to an exemption from
registration under the Act; (ii) that we are required to refuse to register any
sale of the securities purchased unless the transfer is in accordance with the
provisions of Regulation S, pursuant to registration under the Act or pursuant
to an exemption from registration under the Act; and (iii) not to engage in
hedging transactions with regards to the securities purchased unless in
compliance with the Act. All securities issued were endorsed with a restrictive
legend confirming that the securities had been issued pursuant to Regulation S
of the Act and could not be resold without registration under the Act or an
applicable exemption from the registration requirements of the Act.
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On September 17, 2007, we issued a total of 125,000 shares of our common
stock to one investor pursuant to a debt conversion agreement entered into
between the Company and the investor in repayment and settlement of an
aggregate of $25,000 of our indebtedness to the investor at a conversion price
of $0.20 per share pursuant to Rule 903 of Regulation S of the Act. No
commissions were paid in connection with the completion of this offering. We
completed the offering of the shares pursuant to Rule 903 of Regulation S of
the Act on the basis that the sale of the shares was completed in an “offshore
transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in
any directed selling efforts, as defined in Regulation S, in the United States
in connection with the sale of the shares. In the debt conversion agreement,
the investor represented to us that the investors was not U.S. persons, as
defined in Regulation S, and was not acquiring the shares for the account or
benefit of a U.S. person. The debt conversion agreement also included
statements that the securities had not been registered pursuant to the Act and
that the securities may not be offered or sold in the United States unless the
securities are registered under the Act or pursuant to an exemption from the
Act. The investor agreed by execution of the debt conversion agreement: (i) to
resell the securities purchased only in accordance with the provisions of
Regulation S, pursuant to registration under the Act or pursuant to an
exemption from registration under the Act; (ii) that we are required to refuse
to register any sale of the securities purchased unless the transfer is in
accordance with the provisions of Regulation S, pursuant to registration under
the Act or pursuant to an exemption from registration under the Act; and (iii)
not to engage in hedging transactions with regards to the securities purchased
unless in compliance with the Act. All securities issued will be endorsed with
a restrictive legend confirming that the securities had been issued pursuant
to Regulation S of the Act and could not be resold without registration under
the Act or an applicable exemption from the registration requirements of the
Act.
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On September 4, 2007, we completed a private placement
with one investor of 50,412 units at a price of US$0.20 per unit for total
proceeds of US$10,082.40 pursuant to Rule 903 of Regulation S of the Act.
Each unit is comprised of one share of common stock and one share purchase
warrant. Each warrant entitles the investor to purchase one additional
share of common stock at a price of US$0.40 per share for a one year
period from the date of the issuance of the warrants. No commissions were
paid in connection with the completion of this offering. We completed the
offering of the units pursuant to Rule 903 of Regulation S of the Act on
the basis that the sale of the units was completed in an “offshore
transaction”, as defined in Rule 902(h) of Regulation S. We did not engage
in any directed selling efforts, as defined in Regulation S, in the United
States in connection with the sale of the units. The investor represented
to us that the investor was not U. S. persons, as defined in Regulation S,
and was not acquiring the units for the account or benefit of a U.S.
person. The subscription agreement executed between us and the investor
included statements that the securities had not been registered pursuant
to the Act and that the securities may not be offered or sold in the
United States unless the securities are registered under the Act or
pursuant to an exemption from the Act. The investor agreed by execution of
the subscription agreement for the units: (i) to resell the securities
purchased only in accordance with
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the provisions of Regulation S, pursuant to registration under the Act or pursuant
to an exemption from registration under the Act; (ii) that we are required to
refuse to register any sale of the securities purchased unless the transfer
is in accordance with the provisions of Regulation S, pursuant to registration
under the Act or pursuant to an exemption from registration under the Act; and
(iii) not to engage in hedging transactions with regards to the securities purchased
unless in compliance with the Act. All securities issued were endorsed with
a restrictive legend confirming that the securities had been issued pursuant
to Regulation S of the Act and could not be resold without registration under
the Act or an applicable exemption from the registration requirements of the
Act.
-
On August 21, 2007, we completed a private placement with nine investors
of 590,565 units at a price of US$0.20 per unit for total proceeds of US$118,113
pursuant to Rule 903 of Regulation S of the Act. Each unit is comprised of
one share of common stock and one share purchase warrant. Each warrant entitles
the investor to purchase one additional share of common stock at a price of
US$0.40 per share for a one year period from the date of the issuance of the
warrants. No commissions were paid in connection with the completion of this
offering. We completed the offering of the units pursuant to Rule 903 of Regulation
S of the Act on the basis that the sale of the units was completed in an “offshore
transaction”, as defined in Rule 902(h) of Regulation S. We did not engage
in any directed selling efforts, as defined in Regulation S, in the United
States in connection with the sale of the units. The investors represented
to us that the investors were not U.S. persons, as defined in Regulation S,
and were not acquiring the units for the account or benefit of a U.S. person.
The subscription agreements executed between us and the investors included
statements that the securities had not been registered pursuant to the Act
and that the securities may not be offered or sold in the United States unless
the securities are registered under the Act or pursuant to an exemption from
the Act. The investors agreed by execution of the subscription agreement for
the units: (i) to resell the securities purchased only in accordance with
the provisions of Regulation S, pursuant to registration under the Act or
pursuant to an exemption from registration under the Act; (ii) that we are
required to refuse to register any sale of the securities purchased unless
the transfer is in accordance with the provisions of Regulation S, pursuant
to registration under the Act or pursuant to an exemption from registration
under the Act; and (iii) not to engage in hedging transactions with regards
to the securities purchased unless in compliance with the Act. All securities
issued were endorsed with a restrictive legend confirming that the securities
had been issued pursuant to Regulation S of the Act and could not be resold
without registration under the Act or an applicable exemption from the registration
requirements of the Act.
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On August 10, 2007, we issued a total of 68,516 shares of our common stock
to two consultants of the Company, namely Nigel Nicholas and Ian Downie, each
of whom is a director and officer of the Company, at an average price of $0.232
per share at a total proceeds of $15,913.70 pursuant to consultant agreements
entered into between the Company and the investors on March 9, 2007 and March
14, 2007 respectively pursuant to Rule 903 of Regulation S of the Act. In
addition, options to purchase 72,169 shares of our common stock were granted
pursuant to the consultant agreements. No commissions were paid in connection
with the completion of this offering. We completed the offering of the shares
pursuant to Rule 903 of Regulation S of the Act on the basis that the sale
of the shares was completed in an “offshore transaction”, as defined
in Rule 902(h) of Regulation S. We did not engage in any directed selling
efforts, as defined in Regulation S, in the United States in connection with
the sale of the shares. In the debt conversion agreements, the investors represented
to us that the investors were not U.S. persons, as defined in Regulation S,
and were not acquiring the shares for the account or benefit of a U.S. person.
The debt conversion agreements also included statements that the securities
had not been registered pursuant to the Act and that the securities may not
be offered or sold in the United States unless
4
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the securities are registered under the Act or pursuant to an exemption from
the Act. The investors agreed by execution of the debt conversion agreement:
(i) to resell the securities purchased only in accordance with the provisions
of Regulation S, pursuant to registration under the Act or pursuant to an exemption
from registration under the Act; (ii) that we are required to refuse to register
any sale of the securities purchased unless the transfer is in accordance with
the provisions of Regulation S, pursuant to registration under the Act or pursuant
to an exemption from registration under the Act; and (iii) not to engage in
hedging transactions with regards to the securities purchased unless in compliance
with the Act. All securities issued will be endorsed with a restrictive legend
confirming that the securities had been issued pursuant to Regulation S of the
Act and could not be resold without registration under the Act or an applicable
exemption from the registration requirements of the Act.
-
On August 9, 2007, we issued a total of 150,000 shares of our common stock
to one investor pursuant to a consultant agreement entered into between the
Company and the investor on August 9, 2007 pursuant to Section 4(2) of the
Act. No commissions were paid in connection with the completion of this offering.
We completed the offering of the units pursuant to Section 4(2) of the Act
on the basis that each investor is a sophisticated purchaser and an “accredited
investor”, as defined under Rule 501(a) of Regulation D of the Act. The
investor represented to us its intent to acquire the securities for investment
purposes for its own account. No general solicitation or general advertising
was undertaken in connection with this offering. All securities issued were
endorsed with a restrictive legend confirming that the securities could not
be resold without registration under the Act or an applicable exemption from
the registration requirements of the Act.