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Item 1.01.
Entry into a Material Definitive Agreement.
Item 3.02.
Unregistered Sale of Equity Securities.
OnAugust 20, 2013IceWEB, Inc.entered into anAgreement for Cancellation of Secured Convertible Debenturewith Sand Hill Finance, LLC(“SHF”)pursuant to which SHFconverted $1,642,739of principal and accrued but unpaidinterest due it under the Secured Convertible Debenture dated April 15, 2013into 37,000,000shares of our common stock. The conversion price per share was $0.0444. As a result of the conversion of thedebenture, SHF nowowns of record9.4% ofour issued and outstanding common shares. The recipient was an accredited investor and the issuance of the shares was exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 3(a)(9) of that act.
As part of the agreement, within five days SHF is required to file UCC-3 financing statements to release its securityinterest in our assets which were pledged as collateral under the debenture. The agreement also contains mutual general releases. Thedescription of the terms of theAgreement for Cancellation of Secured ConvertibleDebenture is qualified in its entirety by reference to the agreement which is filed as Exhibit 10.37 to this report.
Item7.01.
Regulation FD Disclosure.
OnAugust 22, 2013, we issued a press release announcing the consummation of the transaction with Sand Hill Finance, LLC. The press release isfurnished hereto as Exhibit 99.1.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of IceWEB, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Set forth below is a list of exhibits to this Current Report on Form 8-K:
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Exhibit No.: | | Description: |
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10.37 |
| Agreement for Cancellation of Secured Convertible Debenture dated August 20, 2013 by and between IceWEB, Inc. and Sand Hill Finance, LLC |
99.1 | | Press Release date August 22, 2013 |
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.
