Item 1.01 Entry into a Material Definitive Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Item 3.02 Unregistered Sales of Equity Securities.
On May 6, 2008, we, Compliance Systems Corporation, a Nevada corporation, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Agile Opportunity Fund, LLC (“Agile”). The Purchase Agreement contemplates our sale to Agile of a Secured Convertible Debenture (the “Initial Debenture”) in the original principal amount of $300,000 and maturing on November 6, 2009, and a second Secured Convertible Debenture (the “Additional Debenture” and, collectively with the Initial Debenture, the “Agile Debentures”) in the same original principal amount and having the same maturity date as the Initial Debenture. The purchase price of each of the Agile Debentures is $300,000. The Purchase Agreement further provided that, for no further consideration, we would issue to Agile 3 million shares (each, an “Initial Equity Incentive Share”) of our common stock, par value $0.001 per share (the “Common Stock”), in connection with the sale and issuance of the Initial Debenture and an additional 2 million shares (each, an “Additional Equity Incentive Share” and, collectively with the Initial Equity Incentive Shares, the “Agile Equity Incentive Shares”) of our Common Stock in connection with the sale and issuance of the Additional Debenture.
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