Could this be the NGHT KICKOFF PARTY!!!!!
NEWS -18-Sep-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or Dispo
Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On September 12, 2012, NightCulture, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Mountain Top, Inc. (the "Investor"), pursuant to which the Company agreed to sell, and sold, units (the "Units") consisting of a convertible debenture (the "Convertible Debenture") and a warrant (the "Warrant"). Gross proceeds from the sale of Units were used to pay the cash portion of the acquisition price of Full Access (described below) and the balance of the proceeds will be used for general working capital.
No placement agents or brokers participated in the offering of the Units and no commissions or finders fees were paid pursuant to the offering.
The securities were issued in reliance upon an exemption from registration afforded pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering of securities. The securities were offered solely to a single accredited investor without public solicitation and the securities issued in the offering are subject to resale restrictions, including the placement of restrictive legends on the certificates evidencing the securities.
The foregoing is a summary of the terms of the Securities Purchase Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.
Convertible Debenture
On September 12, 2012, the Company entered into the Convertible Debenture with the Investor evidencing the Company's indebtedness to the Investor in the principal amount of $500,000. The Convertible Debenture is an unsecured general obligation of the Company.
Interest and Maturity
The Convertible Debenture bears simple interest at five percent (5%) per annum and matures, and is payable in full with accrued and unpaid interest, on September 12, 2015; provided, however, that accrued interest with respect to any portion of the principal converted into common stock shall be payable on the date of conversion unless such accrued interest is converted into common stock (see "Conversion" below). The Company may not, without the prior consent of the holder, prepay the Convertible Debenture prior to maturity or an event of default.
Conversion
The Convertible Debenture is convertible, in part or in whole, at the sole option of the holder, on or before maturity, into shares of common stock of the Company. The Convertible Debenture is convertible into shares of common stock at a conversion (the "Conversion Price") equal to fifty percent (50%) of the average closing price of the Company's common stock over the twenty (20) trading day period ending on the conversion date.
The foregoing is a summary of the terms of the Convertible Debenture and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Convertible Debenture, a copy of which is attached hereto as Exhibit 10.2.
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Warrant
The Warrant entitles the Investor to purchase up to 25,000,000 shares of the Company's common stock at any time on or prior to December 31, 2015 at an exercise price equal to fifty percent (50%) of the average closing price of the Company's common stock over the twenty (20) trading day period ending on the exercise of the Warrant, subject to adjustment upon certain corporate events, including stock dividends, distributions, splits and reclassifications.
The foregoing is a summary of the terms of the Warrant and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Warrant, a copy of which is attached hereto as Exhibit 10.3.
Registration Rights Agreement
On September 12, 2012, in connection with the closing of the transactions contemplated in the Securities Purchase Agreement, the Company and the Investor entered into a registration rights agreement (the "Registration Rights Agreement") under which the Company agreed to (i) file, following written demand by the Investor, a registration statement covering the common stock underlying the Convertible Debenture and Warrant, and (ii) grant certain piggyback registration rights to the Investor.
The foregoing is a summary of the terms of the Registration Rights Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.4.
Asset Purchase Agreement
On September 13, 2012, the Company entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Brooke Humphries ("Humphries") and Jeremy Word ("Word" and, together with Humphries, the "Sellers"). Pursuant to the terms of the Asset Purchase Agreement, on September 13, 2012, the Company acquired from the Sellers all of the principal assets and rights associated with an event promotion and production business operated by the Sellers in the Dallas, Texas and surrounding market under the name "Full Access," the assets acquired consisting principally of patron, customer, vendor and other lists and contact . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information relating to the Asset Purchase Agreement included in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information relating to the Convertible Debenture included in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The information relating to the Securities Purchase Agreement and the Share Consideration in Item 1.01 of this Form 8-K is incorporated herein by reference.
This Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
Financial statements of Full Access will be filed by amendment within the time permitted pursuant to paragraph (a)(4) of Item 9.01.
(b) Pro Forma Financial Information
Pro Forma Financial Information reflecting the acquisition of the Acquired Assets will be filed by amendment within the time permitted pursuant to paragraph (a)(4) of Item 9.01.
(d) Exhibits
Exhibit No.: Description:
2.1 Asset Purchase Agreement, dated September 13, 2012, by and between
NightCulture, Inc. and Brooke Humphries and Jeremy Word
10.1 Form of Securities Purchase Agreement, dated September 12, 2012
10.2 Form of 5% Convertible Debenture, dated September 12, 2012
10.3 Form of Warrant, dated September 12, 2012
10.4 Form of Registration Rights Agreement, dated September 12, 2012
10.5 Employment Agreement, dated September 13, 2012, between NightCulture,
Inc. and Jeremy Word
10.6 Advisory Board Consulting Agreement, dated September 13, 2012, between
NightCulture, Inc. and Brooke Humphries
