SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ |
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| FORM 8-K |
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| CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported) September 15, 2009 |
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| Echo Metrix, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-31590 | 11-3621755 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 6800 Jericho Turnpike, Suite 208E, Syosset, New York | 11791 |
| (Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code (516) 802-0223 |
With Copies to: Gregory Sichenzia, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway New York, New York 10006 |
| N/A. |
| (Former name or former address, if changed since last report.) |
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| 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: |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
ITEM 1.01. Entry into a Material Definite Agreement.
On September 9, 2009, Echo Metrix, Inc. (the “Company”) and Rock Island Capital, LLC entered into a Series B Convertible Preferred Stock Purchase Agreement, as amended (the “Agreement”).
As of the date of this report, the Company has sold the Investor an initial tranche of $2,000,000 of its Series B Convertible Preferred Stock (220,022 shares) at a purchase price per share of $9.09, and has issued the investor Warrants to purchase 22,002,200 shares of the Company’s Common Stock at an exercise price of $0.15 per share. Pursuant to the Agreement the Investor may designate one member for service on the Company’s board of directors.
Under the terms of the Agreement, Rock Island Capital, LLC may invest additional capital or provide additional similar funding going forward.
The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investor was an accredited investor and/or qualified institutional buyers, the investor had access to information about us and their investment, the investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
The Company was represented in the transaction by Sichenzia Ross Friedman Ference LLP.
ITEM 3.02. Unregistered Shares of Equity Securities
See Item 1.01
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 this 15th day of September , 2009 | | Echo Metrix, Inc. |
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| | By: | /s/ Erica Zalbert |
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| | Chief Financial Officer |
