SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) | November 1, 2011 |
AMBICOM HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| | | |
| Nevada | 333-153402 | 26-2964607 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
500 Alder Drive Milpitas, California | | 95035 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (408) 321-0822
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):
| 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)) |
On October 31, 2011 the Registrant entered into an Investment Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC (the "Investor") to purchase up to $1,000,000 of the company's common stock. The Registrant plans to file a registration statement to register the Kodiak Capital shares. This Investor commitment provides the company with the flexibility to obtain capital in increments of up to $25,000 as working capital is needed. The facility sets the purchase price at 80% of the volume weighted average over five consecutive trading days. Both the Investment Agreement and the Registration Rights Agreement are attached as exhibits to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| Exhibit 10.1 | | Investment Agreement between Kodiak Capital Group, LLC and AmbiCom Holdings, Inc. dated October 31, 2011 |
| | | |
| Exhibit 10.2 | | Registration Rights Agreement between Kodiak Capital Group, LLC and AmbiCom Holdings, Inc. dated October 31, 2011 |
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 THEREUNTO DULY AUTHORIZED.
| | AMBICOM HOLDINGS, INC. | |
| | | | |
| | | | |
| Date: November 4, 2011 | By: | /s/ John Hwang | |
| | John Hwang | |
| | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| | Investment Agreement between Kodiak Capital Group, LLC and AmbiCom Holdings, Inc. dated October 31, 2011 |
| | | |
| | Registration Rights Agreement between Kodiak Capital Group, LLC and AmbiCom Holdings, Inc. dated October 31, 2011 |
