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
19, 2006 (July 14, 2006)
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 Avenue, 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 obligations 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))
Statements
in this Current Report on Form 8-K (including the exhibit) that are not purely
historical facts, including statements regarding Innofone's beliefs,
expectations, intentions or strategies for the future, may be "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. All
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from the plans, intentions
and
expectations reflected in or suggested by the forward-looking statements. Such
risks and uncertainties include, among others, introduction of products in
a
timely fashion, market acceptance of new products, cost increases, fluctuations
in and obsolescence of inventory, price and product competition, availability
of
labor and materials, development of new third-party products and techniques
that
render Innofone’s products obsolete, delays in obtaining regulatory approvals,
potential product recalls and litigation. Risk factors, cautionary statements
and other conditions which could cause Innofone's actual results to differ
from
management's current expectations are contained in Innofone's filings with
the
Securities and Exchange Commission. Innofone undertakes no obligation to update
any forward-looking statement to reflect events or circumstances that may arise
after the date of this filing.
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July
14, 2006, Innofone.com, Incorporated (the “Company” or “Innofone”) issued a
promissory note to 55 South Investments in the face amount of $500,000, with
interest at 12% per annum. The Maturity Date shall be the earlier of: (a) one
(1) year from the commencement of that certain equity swap transaction (“Swap”)
whereby 30 days have expired thereafter the date in which the Company is granted
effectiveness by the Securities and Exchange Commission on a registration
statement filed pursuant to certain agreements made in connection with an equity
swap made by and between the Company and Cogent Capital Group, LLC and its
affiliates as of June 2, 2006 (defined herein as the “Swap Start Date”); or (b)
December 1, 2007, whichever is earlier. Repayment of the Principal by Innofone
to the Holder shall commence within ten (10) days of the Swap Start Date and
shall continue thereafter in equal pro rata monthly installments on the same
date of each subsequent month thereafter for the successive eleven (11) months
thereafter the Swap Start Date and continue until all principal payments are
paid in full. The Principal shall be repaid in full no later than the Maturity
Date. Should the Swap Start Date not occur prior to the Maturity Date, then
the
entirety of Principal shall be due and payable to Holder on the Maturity Date.
Further Innofone may, at its option, prepay all amounts owing under this Note
prior to the Maturity Date, in whole or in part, without payment of any premium
or penalty, after giving written notice thereof to the Holder at least one
(1)
day prior to the date selected for prepayment. In connection with the issuance
of the note, we issued (i) a five-year warrant to 55 South Investments for
the
right to purchase up to 2,000,000 shares of common stock at $1.00 per share;
and
(ii) a five year warrant to Millennium Investment Services, Inc., an affiliate
of 55 South, for the right to purchase 500,000 shares of common stock at $1.00
per share. The Company has the right to redeem 1,400,000 of such warrants for
$250,000 until July 13, 2007. We have granted certain piggyback registration
rights with respect only to the shares underlying the warrant issued to 55
South. The note is secured with approximately $2,000,000 worth of our restricted
common stock and $2,000,000 worth of restricted common stock owned by Mr.
Lightman, our Chief Executive Officer and President. We have granted certain
demand registration rights with respect to all shares issued as security under
the note. We had previously entered into a substantially identical transaction
with 55 South Investment, as reported in the Form 8-K filed on July 13,
2006.
We
claim
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”) for the private placement of these securities pursuant to
Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder
since, among other things, the transaction did not involve a public offering,
the Investor was an “accredited investor” and/or qualified institutional buyers,
the Investor had access to information about the Company and its investment,
the
Investor took the securities for investment and not resale, and we took
appropriate measures to restrict the transfer of the securities.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
ITEM
8.01 OTHER EVENTS.
See
Item
1.01 above.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not
applicable.
(b)
PRO
FORMA FINANCIAL INFORMATION.
Not
applicable.
(c)
EXHIBITS.
|
Exhibit
Number
|
|
Description
|
| |
|
|
|
10.1
|
|
Promissory
Note issued to 55 South Investment, dated July 14, 2006
*
|
| |
|
|
|
10.2
|
|
Registration
Rights Agreement between Innofone and 55 South Investments, dated
July 14,
2006 *
|
| |
|
|
|
10.3
|
|
Guaranty
and Pledge Agreement between Innofone, Alex Lightman and 55 South
Investments, dated July 14, 2006 *
|
| |
|
|
|
10.4
|
|
Warrant
issued to 55 South Investment, dated July 14, 2006 *
|
| |
|
|
|
10.5
|
|
Warrant
issued to Millennium Investment Service, Inc., dated July 14, 2006
*
|
*
Filed
herewith
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
|
|
|
|
| |
By: |
/s/ Alex
Lightman |
| |
Chief
Executive Officer and President
|
| |
|
July
19,
2006
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
| |
|
|
|
10.1
|
|
Promissory
Note issued to 55 South Investment, dated July 14, 2006
*
|
| |
|
|
|
10.2
|
|
Registration
Rights Agreement between Innofone and 55 South Investments, dated
July 14,
2006 *
|
| |
|
|
|
10.3
|
|
Guaranty
and Pledge Agreement between Innofone, Alex Lightman and 55 South
Investments, dated July 14, 2006 *
|
| |
|
|
|
10.4
|
|
Warrant
issued to 55 South Investment, dated July 14, 2006 *
|
| |
|
|
|
10.5
|
|
Warrant
issued to Millennium Investment Service, Inc., dated July 14, 2006
*
|