UNITED
STATES
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
July
24, 2007
Date
of Report (Date of earliest event reported)
INNOFONE.COM,
INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Nevada
|
0-31949
|
98-0202313
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification No.)
|
1431
Ocean Ave., Suite 1100
Santa
Monica, CA 90401
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code:
(310) 458-3233
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):
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 CRF 240.14d-2(b))
o
Pre-commencement communication 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
In
this
discussion, unless otherwise specified, all references to “we”, “us” and “our”
mean Innofone.com, Incorporated.
All
dollar amounts refer to US dollars unless otherwise indicated.
We
have
entered into a Software License Agreement and Stock Issuance and Registration
Rights Agreement on July 23, 2007 with Semotus Solutions, Inc. (“Semotus”),
relating to Semotus' issuance to us of a royalty free license of the Semotus
"HipLinkXS" and "Clickmarks" software applications (the “Agreement”). We agreed
to issue to Semotus $3,750,000 of our restricted common stock ("Stock"), with
certain demand and piggyback registration rights at a price we calculate as
$0.19 per share as consideration for the issuance of the Agreement.
Additionally, there is a post-closing purchase price adjustment on such Stock
should the Stock decrease to a price lower than $3.750,000 in aggregate value.
However, the price adjustment is effective only upon our moving forward with
certain future transactions with Semotus, as described below. Furthermore,
we
have the right to repurchase the Stock in cash for $3,750,000, for a period
of
one year, should the future transactions not be completed.
As
a part
of the Agreement, Semotus has granted us an option to buy certain Semotus
assets, including the Hiplinkxs and Clickmarks software application products,
the complete terms and conditions of which have not yet been fully defined
or
agreed upon ("Asset Sale"). At a minimum, our acquisition of such assets in
the
Asset Sale would require a payment of $250,000 and a convertible note due in
favor of Semotus for $500,000. Additionally, we must have at least $1,000,000
in
operating capital available prior to the close of the Asset Sale. Such a
transaction would also require approval by each Company’s Boards of Directors,
the American Stock Exchange and Semotus shareholders as required. We have 90
days to complete the Asset Sale from the date of the Agreement.
If
the
Asset Sale transaction is effectuated, we will then have a right of first
refusal to merge with Semotus, the complete terms and conditions of which have
not yet been fully defined or agreed upon. This right of first refusal will
last
for a period of 90 days from the closing of such Asset Sale. To effect such
a
merger, we must have a net shareholder value of at least $4,000,000 and
operating cash of $2,000,000 in order to qualify. In addition, the merger must
be approved by the Board of Directors of both companies, the American Stock
Exchange and each company's shareholders.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the full text of the Agreement, which is attached hereto as Exhibits 2.1
and
2.2, incorporated herein by reference.
On
July 24,
2007,
Semotus issued a press release with respect to this License Agreement. A copy
of
the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM
9.
FINANCIAL STATEMENTS AND EXHIBITS.
| |
(a)
|
Financial
Statements of Business Acquired
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Not
applicable.
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(b) |
Pro
Forma Financial Information
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Not
applicable.
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(c)
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Exhibits.
The following exhibits are filed with this
report:
|
|
Exhibit
Number
|
Description
|
| |
|
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2.1
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Software
License Agreement by and among Semotus Solutions, Inc. and Innofone.com
Incorporated dated July 23, 2007.
|
| |
|
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2.2
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Stock
Issuance and Registration Rights Agreement by and among Semotus Solutions,
Inc. and Innofone.com Incorporated dated July 23, 2007.
|
| |
|
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99.1
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Press
Release of Semotus Solutions, Inc. issued on July 24,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
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INNOFONE.COM,
INCORPORATED
|
|
|
|
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By: |
/s/ Alex
Lightman |
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Chief
Executive Officer and President
|
| |
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July
26,
2007