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 (Date of earliest event reported) August 29, 2013 (August 28, 2013)
ELEPHANT TALK COMMUNICATIONS CORP.
(Exact name of registrant as specified in Charter)
| Delaware | 000-30061 | 95-4557538 | ||
| (State of other Jurisdiction of | (Commission file no.) | (IRS employer identification no.) | ||
| incorporation) |
9705 N. Broadway Ext. Ste 200, 2nd Floor
Oklahoma City, OK 73114
(Address of principal executive offices)
+ 31 20 653 5916
(Issuer's telephone number, including area code)
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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 28, 2013, Elephant Talk Communications Corp. (the “Company”) issued a Convertible Note to Saffelberg Investments NV (the “Investor”), due August 28, 2015, pursuant to which the Company borrowed a principal amount of €4,000,000 at an interest rate of 10% per annum (“Convertible Note”). At any time after August 28, 2013, the Convertible Note is convertible, in whole or in part, at the option of the Investor, into a number of shares of Common Stock, par value $0.00001, of the Company (the “Common Stock”) equal to the quotient of the outstanding balance under the Convertible Note by $0.887. The Convertible Note also contains default provisions, including provisions for potential acceleration of the Convertible Note.
The Company has received the funds for the Convertible Note and intends to use the proceeds from the Convertible Note and any issuance of shares under the Warrant primarily for working capital.
In conjunction with the issuance of the Convertible Note, on August 28, 2013, the Company issued a warrant to the Investor topurchase 2,000,000 shares of restricted Common Stock (the “Warrant”). The Warrant is exercisable at any time on or after February 28, 2014 at a price of $0.887 per share. The Warrant has a five year term. The transaction is expected to be completed as soon as possible, subject to approval of the Company’s listing application with NYSE MKT.
The securities underlying the Warrant and the shares of Common Stock issuable upon conversion of the Convertible Note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and sold only in Europe to an “accredited investor” (as defined in Rule501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(2) of the Securities Act.
The description of the Convertible Note and the Warrant are qualified in their entirety by the terms and conditions of the Convertible Note and the Warrant, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this current report.
Item 3.02. Unregistered Sales of Equity Securities
The information required to be disclosed in this Item 3.02 is incorporated herein by reference from Item 2.03.
Item 9.01. Financial Statements and Exhibits.
4.1. Form of Convertible Note, dated August 28, 2013 by and between the Company and Saffelberg Investments NV.
4.2 Form of Warrant, dated August 28, 2013 by and between the Company and Saffelberg Investments NV.
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.
| Dated: August 29, 2013 | ELEPHANT TALK COMMUNICATIONS CORP. | |
| By: | /s/ Alex Vermeulen | |
| Alex Vermeulen | ||
| General Counsel | ||