crwgform8k020310.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): February 3, 2010
CrowdGather,
Inc.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-52143
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20-2706319
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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20300 Ventura Blvd. Suite 330, Woodland Hills, CA
91364
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(Address
of Principal Executive Offices)
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(818)
435-2472
(Issuer
Telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity
Securities.
On
February 3, 2010, CrowdGather, Inc. (“Registrant”) sold 250,000 shares of its
common stock to one investor in exchange for $300,000, or $1.20 per share. The
price per share of the issuance is subject to certain anti-dilution provisions
as specified in the subscription agreement (“Subscription Agreement”). A copy of
the form of Subscription Agreement is attached hereto as Exhibit
10.1. This brief description of the Subscription Agreement is
not intended to be complete and is qualified in its entirety by reference to the
full text of the Subscription Agreement as attached.
In
connection with the sale of shares, the investor also received warrants to
purchase one hundred twenty five thousand (125,000) shares of the Registrant’s
common stock at a purchase price of $1.68 per share, which was the closing price
of the Registrant's common stock on February 3, 2010. The warrant agreement
(“Warrant Agreement”) provides for an expiration period of three years from the
date of the investment. A copy of the form of Warrant Agreement is attached
hereto as Exhibit 10.2. This brief description of the Warrant
Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of the Warrant Agreement as attached.
The
shares and warrants were issued in a transaction which the Registrant believes
satisfies the requirements of that exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933, which exemption
is specified by the provisions of Section 5 of that act and Regulation S
promulgated pursuant to that act by the Securities and Exchange
Commission.
Item
9.01 Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Description
of Exhibit
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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 Warrant Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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CrowdGather,
Inc.
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Date:
February 9, 2010
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By:
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/s/
Sanjay Sabnani |
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Sanjay
Sabnani
Chief
Executive Officer
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