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Delaware | 0-21683 | 13-3899021 |
(State or Other Jurisdiction of Incorporation) | Commission File Number | (IRS Employer Identification No.) |
1901 S. Bascom Avenue, Suite 660 | 95008 | |
Campbell, CA | ||
(Address of Principal Executive Offices) | (Zip Code) |
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)) |
x | 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. |
IMPORTANT NOTICE:
The discussion of the tender offer contained in this Current Report is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell securities. The offer to exercise has not yet commenced. The offer to exercise the will be made only pursuant to the Offer to Exercise and other related materials that are expected to be mailed to all holders of the investor warrants shortly after commencement of the tender offer, at no expense to the holders. Holders of the investor warrants (and any other holders who the company may elect to include) should read those materials and the documents incorporated therein by reference carefully when they become available because they will contain important information, including the various terms and conditions of the tender offer. The company will file a Tender Offer Statement on Schedule TO-I (the “Tender Offer Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). The Tender Offer Statement, including the Offer to Exercise and other related materials, will also be available to stockholders at no charge on the SEC’s website at www.sec.gov or from the company. Holders of the investor warrants (and any other holders who the company may elect to include) are urged to read those materials carefully prior to making any decisions with respect to the tender offer.
Item 3.02 | Unregistered Sales of Equity Securities. |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
10.1 | Exercise Agreement, dated June 17, 2013 (including Allonge to 2011 warrants) |
10.2 | Form of New Warrant |
10.3 | Registration Rights Agreement, dated June 17, 2013 |
GraphOn Corporation | |||
Dated: June 21, 2013 | By: | /s/ Robert Dixon | |
Robert Dixon | |||
Interim Chief Financial Officer |