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
| Date of Report: July 16, 2007 |
| Date of Earliest Event Reported: July 10, 2007 |
| | ProElite, Inc. | |
| | (Exact name of registrant as specified in its charter) | |
| | | | | |
| New Jersey | | 333-139982 | | 22-3161866 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | |
12121 Wilshire Boulevard, Suite 1001 Los Angeles, California | | | | 90025 |
| (Address of principal executive offices) | | | | (Zip Code) |
| Registrant’s telephone number, including area code: | (310) 526-8700 | |
| | N/A | |
| | (Former name or former address, if changed since last report) | |
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 (See General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement.
Waiver of Liquidation Fees and Amendment to Registration Rights Agreement
Effective July 10, 2007, ProElite, Inc. (the “Company”) entered into a Waiver and Amendment to Registration Rights Agreement, dated as of June 27, 2007 (the “Waiver”) with Hunter World Markets, Inc. (“Hunter”) and the subscribers to the Company’s private placement offering on October 3, 2006, pursuant to which the subscribers and Hunter agreed to waive all and any liquidated damage payments owed by the Company, in accordance with the Registration Rights Agreement, dated October 3, 2006, by and among the Company, Hunter and the subscribers. The Company agreed to register the remaining shares of its common stock underlying the warrants previously issued to Hunter and the subscribers in connection with its private placement in October 2006 on Form S-1 or such other form as may be appropriate within 45 days of the sale of its securities on July 12, 2007, described in further detail in the Exhibit.
ITEM 9.01 Financial Statements and Exhibits.
Exhibit No. | Description |
| 10.1 | Waiver and Amendment to Registration Rights Agreement, dated as of June 27, 2007. |
| | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 16, 2007 | PROELITE, INC. By: /s/ DOUGLAS DELUCA Douglas DeLuca, Chief Executive Officer |
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