SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 22, 2004
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VELOCITY ASSET MANAGEMENT, INC.
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(Exact name of registrant as specified in Charter)
Delaware 000-161570 65-0008442
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(State of other Jurisdiction of (Commission file no.) (IRS employer
incorporation) identification no.)
48 S. Franklin Turnpike, 3rd Floor, Ramsey, NJ 07446
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201-760-1030)
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(Former Name or Former Address, if Changed Since Last Report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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 December 22, 2004, we sold 928,503 Units to 16 accredited investors
in a second closing of the private transaction previously reported on a Form 8-K
filed on October 7, 2004. Each unit is comprised of one share of our common
stock and a warrant to purchase one-fifth of one share of our common stock for
$2.50 per share exercisable during the next five years. The investors paid $1.50
per Unit, for aggregate gross proceeds of $1,392,755.
The details of the sale of the Units, including all information
required by Item 1.01. of this Current Report on Form 8-K (this "Report"), are
set forth in Item 3.02. " Unregistered Sales of Equity Securities " below, the
contents of which are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
On December 22, 2004, we sold 928,503 Units to 16 accredited investors
in a second closing of the private transaction. Each unit is comprised of one
share of our common stock and a warrant to purchase one-fifth of one share of
our common stock for $2.50 per share exercisable during the next five years. The
investors paid $1.50 per Unit, for aggregate gross proceeds of $1,392,755.
This sale was the second closing of a private placement of up to
3,500,000 Units authorized by our board of directors.
We agreed to register the resale of the shares of common stock issued
in connection with the sale of the Units and the shares issuable upon the
exercise of the warrants issued in connection with the sale of the Units. If we
fail to do so within 180 days of November 30, 2004, then each investor will
receive additional shares of common stock at the rate of 1% of the number of
shares of common stock included in the Units purchased by such investor per full
month thereafter that such registration statement is not effective.
We sold the Units pursuant to certain exemptions from registration
provided by Rule 506 of Regulation D and Section 4(2) of the Securities Act of
1933, as amended.
Item 9.01. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Listed below is the only exhibit to this Current Report on Form 8-K.
Exhibit
Number Description
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4.1 Form of Subscription Agreement*
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*Incorporated by reference to Registrant's Form 8-K filed on October 7, 2004
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.
VELOCITY ASSET MANAGEMENT, INC.
/s/ JOHN C. KLEINERT
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John C. Kleinert
Chief Executive Officer
Dated: December 23, 2004