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
January 31, 2008 (January 24, 2008)
Date of Report (Date of earliest event reported)
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32421 | 58-2342021 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
420 Lexington Avenue, Suite 1718
New York, NY 10170
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 201-2400
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))
Item 1.01: Entry into a Material Definitive Agreement
On January 24, 2008 and January 29, 2008, the Company entered into the material agreements described under Item 3.02 below.
Item 3.02: Unregistered Sales of Securities
On January 24, 2008, the Company entered into subscription agreements with ten (10) individual investors for an offering of $535,000 in consideration for 2,140,000 shares of Common Stock. In addition, the Company issued warrants to purchase 1,070,000 shares of common stock exercisable at $.30 per share, which was equal to 120% of the closing price of the Company’s Common Stock the day before Closing. The warrants will have a term of 5 years from the closing date. The offering was made in reliance on Rule 506 of Regulation D as promulgated by the United States Securities Exchange Commission under the Securities Act of 1933, as amended.
Also, on January 29, 2008, the Company entered into a subscription agreement with four (4) individual investors for an offering of $120,000 in consideration for 480,000 shares of Common Stock. In addition, the Company issued warrants to purchase 240,000 shares of common stock exercisable at $.30 per share, which was equal to 120% of the closing price of the Company’s Common Stock the day before Closing. The warrants will have a term of 5 years from the closing date. The offering was made in reliance on Rule 506 of Regulation D as promulgated by the United States Securities Exchange Commission under the Securities Act of 1933, as amended.
The proceeds of the offering will primarily be used for general corporate purposes.
The Company is obligated to use its best efforts to file a registration statement with the Securities and Exchange Commission including the warrants within 60 days of the date hereof.
The investors include the Company’s Chairman, and Treasurer.
Item 9.01: Financial Statements and Exhibits
| 10.1 | Form of Subscription Agreement (1) |
| (1) | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2008. |
| (2) | Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2008. |
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.
| | | | | Fusion Telecommunications International, Inc. |
| | | By: | | /s/ Mathew D. Rosen |
| | | | | Matthew D. Rosen, President and Chief Executive Officer |
January 31, 2008
