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Entry into Material Agreement, Financial Statements and Exhibits
Item 1.01. Entry Into a Material Definitive Agreement.
On March 14, 2006, ConectiSys Corporation (the " Company" ) and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, (the " Investors" ) executed a Securities Purchase Agreement dated as of March 8, 2006 that provides for the issuance by the Company of Callable Secured Convertible Notes in the aggregate principal amount of $1,270,000 and the issuance of Stock Purchase Warrants to purchase up to an aggregate of 20,320,000 shares of common stock of the Company (" Common Stock" ) in exchange for aggregate consideration of up to $1,270,000 in cash.
The Securities Purchase Agreement contemplates an initial investment of $370,000 and nine equal monthly investments in the amount of $100,000 each for aggregate proceeds to the Company of $1,270,000. The subsequent monthly investments contemplated by the Securities Purchase Agreement are terminable upon 30 days advance notice by either the Company or a majority- in-interest of the Investors.
The Callable Secured Convertible Notes are due March 8, 2009, accrue interest at the per annum rate of 6% and are convertible into shares of Common Stock at the lesser of $.03 per share and 40% of the average of the lowest three intraday trading prices of a share of Common Stock during the 20 trading days immediately preceding conversion. The Stock Purchase Warrants are exercisable into shares of Common Stock at a fixed exercise price of $.0009 per share.
In connection with the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investors. The Registration Rights Agreement provides that the Investors may, subject to certain customary limitations, demand that the Company, and that the Company shall thereafter be obligated to, register for resale with the Securities and Exchange Commission an amount of shares of Common Stock equal to 200% of the number of shares of Common Stock underlying the Callable Secured Convertible Notes and the Stock Purchase Warrants. In addition, the Registration Rights Agreement provides that in the event that the Company undertakes to file with the Securities and Exchange Commission a Registration Statement covering shares of Common Stock to be sold by the Company or by one or more holders other than the Investors, the Company shall provide the Investors with notice and the opportunity to, subject to certain customary limitations, cause the Company to include in such Registration Statement an amount of shares of Common Stock equal to 200% of the number of shares of Common Stock underlying the Callable Secured Convertible Notes and the Stock Purchase Warrants.
The obligations of the Company under the Securities Purchase Agreement, the Callable Secured Convertible Notes, the Stock Purchase Warrants and the Registration Rights Agreement are secured by substantially all of the assets of the Company pursuant to a Security Agreement and an Intellectual Property Security Agreement.
The Company has previously entered into various Securities Purchase Agreements and related instruments and agreements with the Investors concerning financing transactions on terms substantially similar to those described above. As of March 8, 2005, and not including amounts received by the Company in connection with the transaction described above, the Investors have collectively lent to the Company funds in the aggregate amount of $4,650,000
2 and have received Stock Purchase Warrants to purchase an aggregate of 16,050,000 shares of Common Stock.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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(b) Pro Forma Financial Information.
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(c) Exhibits.
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Number Description
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10.1 Securities Purchase Agreement dated as of March 8, 2006 by and
between the Registrant and the purchasers named therein
10.2 Form of Callable Secured Convertible Note due March 8,2009
10.3 Form of Stock Purchase Warrant dated as of March 8, 2006
10.4 Registration Rights Agreement dated as of March 8, 2006 by and
between the Registrant and the investors named therein
10.5 Security Agreement dated as of March 8, 2006 between the
Registrant and the secured parties named therein
10.6 Intellectual Property Security Agreement dated as of March 8,
2006 between the Registrant and the secured parties named
therein
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