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: September 21, 2007 |
| Date of Earliest Event Reported: September 18, 2007 |
| | ProElite, Inc. | |
| | (Exact name of registrant as specified in its charter) | |
| | | | | |
| New Jersey | | 333-145694 | | 22-3161866 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | |
12121 Wilshire Boulevard, Suite1001 Los Angeles, CA 90025 | | | | 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 Agreement.
Reference is made to the current report on Form 8-K filed by ProElite, Inc., a New Jersey corporation (the “Company”) on September 6, 2007.
The Company entered into an investment agreement with Entlian Corporation, a Korean corporation (“Entlian”), and CJ Media Inc., a Korean corporation (“CJ Media”), on August 31, 2007 (the “Investment Agreement”). Under the Investment Agreement, the Company purchased a 30% interest in Entlian (assuming the conversion of certain debt owed by Entlian to CJ Media into shares of capital stock of Entlian), for an aggregate purchase price of US$1,000,000 and 100,000 restricted shares of the Company’s common stock (the “Investment Shares”). The Investment Shares are subject to a lock-up for a period ending 18 months after September 5, 2007.
ITEM 2.01 Completion of Acquisition or Disposition of Assets
The discussion in Item 1.01 is incorporated herein by this reference. The closing of the acquisition of the Investment Shares occurred on September 18, 2007. Entlian produces mixed martial events in the Republic of Korea and has a library of mixed martial arts material.
ITEM 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
| (b) | Pro Forma Financial Information |
Any Financial Statements or Financial Information required pursuant to this Item will be filed by amendment.
(c) Exhibits.
There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which is incorporated herein by reference.
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.
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| | PROELITE, INC. |
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Date: September 21, 2007 | By: | /s/ DOUGLAS DELUCA |
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Douglas DeLuca, Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| 10.1 | | Investment Agreement dated as of August 24, 2007, by and among Entlian Corporation, CJ Media Inc., and ProElite, Inc. |
| 99.1 | | Press release issued September 5, 2007, previously filed on September 6, 2007, with the current report on Form 8-K. |
