Unassociated Document
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 5, 2009
SANSWIRE
CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-23532
|
88-0292161
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
of
incorporation)
|
|
Identification
No.)
|
101 NE 3rd Ave., Fort
Lauderdale, FL 33301
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (954) 332-3759
Copies
to:
Stephen
Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th Floor
New York,
NY 10005
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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 CFR
240.14d-2(b))
|
o
|
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
|
Item 3.02
|
Unregistered Sale of Equity
Securities
|
On May 5,
2009, Sanswire Corp. (the “Company”) entered into a conversion agreement with
Rocky Mountain Advisors Corp., a consultant to the Company (“RMAC”), pursuant to
which the Company agreed to convert $185,387 in consulting fees owed to RMAC for
consulting services performed from October 19, 2007 to April 9,
2009 into 29,615 shares of Series E Preferred Stock, par
value $0.001 per share (“Series E Preferred Stock”).
On May 5,
2009, the Company entered into a conversion agreement with Daniyel Erdberg, the
Company’s Vice President of Operations, pursuant to which the Company agreed to
convert $121,487.99 in outstanding wages owed to Mr. Erdberg from July 1, 2008
to April 3, 2009 into 19,407 shares of Series E Preferred Stock.
On May 5,
2009, the Company entered into a conversion agreement with Jonathan Leinwand,
the Chief Executive Officer, pursuant to which the Company agreed to convert $
319,118.85 in outstanding wages owed to Mr. Leinwand from October 17, 2007 to
April 3, 2009 into 50,978 shares of Series E Preferred Stock.
The above
transactions were approved by the Board of Directors of the
Company. The Series E Preferred Stock does not pay dividends but each
holder of Series E Preferred Stock shall be entitled to ten (10) votes for each
share of common stock that the Series E Preferred Stock shall be convertible
into. The Series E Preferred Stock has a conversion price of $0.049
(the “Conversion Price”) and a stated value of $6.26 (the “Stated
Value”). Each share of Series E Preferred Stock is convertible, at
the option of the holder, into such number of shares of common stock of the
Company as determined by dividing the Stated Value by the Conversion
Price. The Series E Preferred Stock has no liquidation
preference.
The
issuance of the Series E Preferred Stock was made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of 1933 and
Rule 506 promulgated under Regulation D thereunder. The holders of
Series E Preferred Stock are accredited investors as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item
9.01
|
Financial
Statements and Exhibits
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Certificate of Designations for
the Series E Preferred Stock of the Company
|
10.1
|
|
Conversion Agreement, dated May 5,
2009, by and between Sanswire Corp and Rocky Mountain Advisors
Corp.
|
10.2
|
|
Conversion Agreement, dated May 5,
2009, by and between Sanswire Corp and Daniyel
Erdberg
|
10.3
|
|
Conversion Agreement, dated May 5,
2009, by and between Sanswire Corp and Jonathan
Leinwand
|
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.
|
SANSWIRE
CORP.
|
|
|
|
|
Date:
May 6, 2009
|
/s/ Jonathan Leinwand
|
|
|
Jonathan
Leinwand
|
|
|
Chief
Executive Officer
|
|