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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 OF 1934
Date of Report (Date of earliest event reported) February 16, 2007
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CONECTISYS CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 33-3560D 84-1017107
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
25115 Avenue Stanford, Suite 320, Valencia, California 91355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code_______________(661) 295-6763
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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):
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))
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Item 1.01. Entry Into a Material Definitive Agreement.
On February 16, 2007, ConectiSys Corporation (the "Company") and AJW
Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New
Millennium Capital Partners II, LLC, (the "Investors") executed a Securities
Purchase Agreement dated as of February 13, 2007 that provides for the issuance
by the Company of Callable Secured Convertible Notes in the aggregate principal
amount of $1,350,000 and the issuance of Stock Purchase Warrants to purchase up
to an aggregate of 27,000,000 shares of common stock of the Company ("Common
Stock") in exchange for aggregate consideration of up to $1,350,000 in cash.
The Securities Purchase Agreement contemplates an initial investment of
$250,000 and eleven equal monthly investments in the amount of $100,000 each for
aggregate proceeds to the Company of $1,350,000. The subsequent monthly
investments contemplated by the Securities Purchase Agreement are terminable
upon 30 days' advance notice by either the Company or a majority-in-interest of
the Investors.
The Callable Secured Convertible Notes are due February 13, 2010, accrue
interest at the per annum rate of 6% and are convertible into shares of Common
Stock at the lesser of $.03 per share and 40% of the average of the lowest three
intraday trading prices of a share of Common Stock during the 20 trading days
immediately preceding conversion. The Stock Purchase Warrants are exercisable
into shares of Common Stock at a fixed exercise price of $.0009 per share.
In connection with the Securities Purchase Agreement, the Company also
has entered into a Registration Rights Agreement with the Investors. The
Registration Rights Agreement provides that the Investors may, subject to
certain customary limitations, demand that the Company, and that the Company
shall thereafter be obligated to, register for resale with the Securities and
Exchange Commission an amount of shares of Common Stock equal to 200% of the
number of shares of Common Stock underlying the Callable Secured Convertible
Notes and the Stock Purchase Warrants. In addition, the Registration Rights
Agreement provides that in the event that the Company undertakes to file with
the Securities and Exchange Commission a Registration Statement covering shares
of Common Stock to be sold by the Company or by one or more holders other than
the Investors, the Company shall provide the Investors with notice and the
opportunity to, subject to certain customary limitations, cause the Company to
include in such Registration Statement an amount of shares of Common Stock equal
to 200% of the number of shares of Common Stock underlying the Callable Secured
Convertible Notes and the Stock Purchase Warrants.
The obligations of the Company under the Securities Purchase Agreement,
the Callable Secured Convertible Notes, the Stock Purchase Warrants and the
Registration Rights Agreement are secured by substantially all of the assets of
the Company pursuant to a Security Agreement and an Intellectual Property
Security Agreement.
The Company has previously entered into various Securities Purchase
Agreements and related instruments and agreements with the Investors concerning
financing transactions on terms substantially similar to those described above.
As of February 13, 2007, and not including amounts received by the Company in
connection with the transaction described above, the Investors have collectively
lent to the Company funds in the aggregate amount of $5,920,000 and have
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received Stock Purchase Warrants to purchase an aggregate of 36,370,000 shares
of Common Stock.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures contained in Item 1.01 of this Report on Form 8-K are
incorporated herein by reference.
Exemption from the registration provisions of the Securities Act of 1933
for the transactions described above is claimed under Section 4(2) of the
Securities Act of 1933, among others, on the basis that such transactions did
not involve any public offering and the purchasers were accredited investors and
had access to the kind of information registration would provide. Appropriate
investment representations were obtained.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Number Description
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10.1 Securities Purchase Agreement dated as of February 13,
2007 by and between the Registrant and the purchasers
named therein
10.2 Form of Callable Secured Convertible Note due February
13, 2010
10.3 Form of Stock Purchase Warrant dated as of February 13,
2007
10.4 Registration Rights Agreement dated as of February 13,
2007 by and between the Registrant and the investors
named therein
10.5 Security Agreement dated as of February 13, 2007 between
the Registrant and the secured parties named therein
10.6 Intellectual Property Security Agreement dated as of
February 13, 2007 between the Registrant and the secured
parties named therein
SIGNATURE
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.
Date: February 20, 2007 CONECTISYS CORPORATION
By: /S/ ROBERT A. SPIGNO
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Robert A. Spigno, Chief Executive Officer
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EXHIBITS FILED WITH THIS REPORT
Number Description
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10.1 Securities Purchase Agreement dated as of February 13, 2007 by
and between the Registrant and the purchasers named therein
10.2 Form of Callable Secured Convertible Note due February 13, 2010
10.3 Form of Stock Purchase Warrant dated as of February 13, 2007
10.4 Registration Rights Agreement dated as of February 13, 2007 by
and between the Registrant and the investors named therein
10.5 Security Agreement dated as of February 13, 2007 between the
Registrant and the secured parties named therein
10.6 Intellectual Property Security Agreement dated as of February
13, 2007 between the Registrant and the secured parties named
therein