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Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement
On January 19, 2011, Socialwise, Inc., a Colorado corporation ("we," "us," "our," or the "Company"), entered into a Subscription Agreement, Registration Rights Agreement and Common Stock Purchase Warrant (collectively, the "Financing Agreements") with a trust (LIBERTY CHARITABLE REMAINDER TRUST FBO ISAAC BLECH UAD 01/09/87) whose trustee is an existing Company shareholder, pursuant to which we issued 5,000,000 shares of our Common Stock, and five year warrants to purchase an additional 3,750,000 shares of our Common Stock at an exercise price of $0.40 per share, in exchange for gross proceeds totaling $2,000,000.
This financing transaction resulted in estimated final net proceeds to us of $1,785,000, after deducting fees and expenses. Maxim Group LLC acted as the Placement Agent in connection with the offering and will receive cash proceeds totaling $200,000 and will receive five-year warrants to purchase 750,000 shares of Common Stock at an exercise price of $0.60 per share as compensation. Equity Source Partners (and its designees) was also granted a five-year warrant to purchase 250,000 shares of our common stock with an exercise price of $0.60 per share.
The following summarizes the terms of the Financing Agreements with the investor:
Securities Sold. The investor received one share of our Common Stock and a warrant to purchase three shares of our Common Stock for every four shares of Common Stock purchased.
Additional Covenants. The Company has agreed to certain covenants in connection with the Subscription Agreement including:
Listing of securities sold on any trading market that the Company applies to have its securities traded on;
Reservation of shares adequate to satisfy all warrants outstanding which were sold;
Replacement of securities lost by the investor upon adequate evidence of such loss;
Right of participation in any future issuances of securities by the Company through January 19, 2011; and
Obligation to indemnify the investor under specified circumstances.
Registration Rights. The Company has entered into a Registration Rights Agreement with the investor pursuant to which, subject to the Company's receipt of waivers from the investors who are party to the registration rights agreement with the Company dated November 16, 2010 (the "Previous Agreement"), the Company is required to file a registration statement for the re-sale of the Common Stock and Common Stock underlying the Warrants, or include the Common Stock and Common Stock underlying the Warrants within the registration statement to be filed pursuant to the Previous Agreement, within 90 days after January 19, 2011, and to use its commercially reasonable efforts to cause the registration statement to be declared effective as promptly as possible after filing.
Warrants. The warrants issued in connection with sale of Common Stock are five year warrants to purchase shares of our Common Stock at a price of $0.40 per share.
The summary of the financing transaction described above, and the summary of the terms of the securities and agreements related to such financing transaction, are qualified in their entirety by reference to the following documents which are filed as exhibits to this current report:
Common Stock Purchase Warrant; and
Registration Rights Agreement.
Item 3.02 Unregistered Sales of Equity Securities
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The investor in that financing met the accredited investor definition of Rule 501 of the Securities Act of 1933, as amended (the "Securities Act"). The sale of Common Stock and warrants in the offering were made in private placements under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. The offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the investor in connection with the offering.
The total number of outstanding shares of outstanding Common Stock as of the date of this report is 67,352,170.