UNITED STATES
SECURITIES 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): December 20, 2007
Edgeline Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-50541 | 88-0507007 | ||
(State of organization) | (Commission File Number) | (IRS Employer Identification No.) |
1330 Post Oak Blvd., Suite 1600 Houston, Texas | 77056 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including area code: (713) 621-5208
Former name or former address, if changed since last report: Not Applicable
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:
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 December 20, 2007, Edgeline Holdings, Inc. (the “Company”), entered into an Investment Agreement with Dutchess Private Equities Fund, Ltd. (“Dutchess”). Pursuant to the Investment Agreement, the Company may, at its discretion, periodically sell to Dutchess shares of common stock, par value $0.08 per share (the “Common Stock”) for a total purchase price of up to Ten Million Dollars ($10,000,000). For each share of Common Stock purchased under the Investment Agreement, Dutchess will pay the Company ninety-six percent (96%) of the lowest volume weighted average price of the Common Stock during the pricing period. The Company may, in its sole discretion, deliver a put notice to Dutchess which states the dollar amount which the Company intends to sell to Dutchess on a closing date. The amount that the Company shall be entitled to put to Dutchess shall be equal to, at the Company's election, either: (A) up to two hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the three trading days prior to the applicable put notice date, multiplied by the average of the three daily closing prices immediately preceding the put date, or (B) up to two hundred fifty thousand dollars ($250,000). During the open period, the Company shall not be entitled to submit a put notice until after the previous closing has been completed. Dutchess' obligation to purchase shares of the Company’s Common Stock under the Investment Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of Common Stock sold under the Investment Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
Exhibit No. | Identification of Exhibit |
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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.
EDGELINE HOLDINGS, INC.
By: _/s/ Carl A. Chase______________
Carl A. Chase, Chief Financial Officer
DATE: December 26, 2007
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EXHIBIT INDEX
Exhibit No. | Identification of Exhibit |
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