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 1934
Date of Report (date of earliest event reported): September 1, 2009
VANITY EVENTS HOLDING, INC.
(Exact name of Company as specified in charter)
| Delaware | 000- 52524 | 43-2114545 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Vanity Events Holding, Inc.
43 West 33rd Street, Suite 600
New York, NY 1001
(Address of principal executive offices) (zip code)
Copies to:
Richard A. Friedman, Esq.
Jonathan R. Shechter, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
|_| 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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On September 1, 2009, Vanity Events Holding, Inc. (the “Company”) closed a private placement of 4,000,000 shares of common stock (the “Securities”) to 11 accredited investors (the “Investors”) for aggregate gross proceeds of $1,000,000 pursuant to a Securities Purchase Agreement.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of the above-referenced Securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the investors were accredited investors, the investors had access to information about us and their investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
See Item 1.01 above. The information included in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 3.02.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| a) | Financial statements. |
Not applicable.
| (b) | Pro forma financial information. |
Not applicable.
| Exhibit Number | | Description |
| 10.1 | | Form of Securities Purchase Agreement dated September 1, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | VANTITY EVENTS HOLDING, INC. | |
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| Dated: September 2, 2009 | By: | /s/ Steven Moskowitz | |
| | | Name: Steven Moskowitz Title: Chief Executive Officer | |
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