form8k.htm
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): May 16, 2008
Airtrax,
Inc.
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
0-25791
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22-3506376
|
|
(State or other
jurisdiction of incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
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200 Freeway Drive Unit One,
Blackwood, NJ 08012
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (856) 232-3000
Copies
to:
Richard
A. Friedman, Esq.
James M.
Turner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
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 (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 May 16, 2008, we entered into a
Subscription Agreement (the "Purchase Agreement") with certain accredited
and/or qualified institutional investors pursuant to which we sold an aggregate
of $99,995.28 principal amount secured convertible debentures (the "Debentures")
convertible into shares of our common stock, no par value (the "Common Stock")
at a conversion price equal to $0.05 (the "Conversion Price"), for an aggregate
purchase price of $99,995.28.
The
Debentures mature on November 16, 2008 and accrue interest at an annual rate of
8%, with interest payable monthly starting June 30, 2008. We may in our
discretion prepay the Debentures prior to maturity. The investors have been
previously granted a security interest in our assets pursuant to a security
agreement and subsidiary guaranty entered into on or about February 20, 2007
(the “2007 Security Documents”). Pursuant to the Purchase Agreement,
we acknowledged that the Debentures shall be included in the definition of
“Obligations” under the 2007 Security Documents.
The
Conversion Price of the Debentures is subject to adjustment in certain events,
including, without limitation, upon our consolidation, merger or sale of all of
substantially all of our assets, a reclassification of our Common Stock, or any
stock splits, combinations or dividends with respect to our Common
Stock.
In
connection with the Purchase Agreement, we entered into a Waiver Consent and
Amendment Agreement with investors from our February 2007 private placement
pursuant to which they waived their right of participation and the consented to
our entering into the Purchase Agreement.
We claim
an exemption from the registration requirements of the Act for the private
placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the Investors were accredited investors
and/or qualified institutional buyers, the Investors had access to information
about us and their investment, the Investors took the securities for investment
and not resale, and we took appropriate measures to restrict the transfer of the
securities.
Item
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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Exhibit
Number
|
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Description
|
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4.1
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Form
of secured convertible note
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10.1
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Form
of Subscription Agreement
|
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10.2
|
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Form
of Waiver Consent and Amendment Agreement
|
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10.3
|
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Form
of Funds Escrow Agreement
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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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Airtrax, Inc. |
|
| |
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May
20, 2008
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By:
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/s/ WILLIAM
F. HUNGERVILLE |
|
| |
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William
F. Hungerville |
|
| |
|
Chief
Executive Officer |
|
| |
|
|
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