================================================================================
UNITED STATES
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): November 14, 2005
SEMOTUS SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
718 University Ave., Suite 202 Los Gatos, CA 95032
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, including area code)
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:
[_] 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 240.13(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Semotus Solutions, Inc. ("Semotus") has signed definitive subscription
agreements on November 14, 2005 by and among Semotus and certain individual
investors, relating to an equity private placement of US$700,000. For more
details on this transaction, please see Item 3.02 below.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Semotus has closed an equity private placement of US$700,000.
Under the terms of the private placement, Semotus sold an aggregate of 700,000
Units, consisting of 2,800,000 shares of common stock at $0.25 per share and
1,400,000 share purchase warrants. Each warrant entitles the holder to purchase
an additional share of common stock at a price of $0.50 per share until
September 30, 2008. 720,000 of these warrants are not exercisable until May 14,
2005. In connection with the private placement, we paid a placement fee to the
placement agent, Bathgate Capital Partners, of $56,000, and issued 420,000 share
purchase warrants exercisable at $0.30 per share. After payment of expenses in
the amount of $14,000 and placement fees, Semotus received net proceeds of
$630,000.
As part of the private placement, Semotus has agreed to file a registration
statement with the Securities and Exchange Commission to qualify the resale of
the 2,800,000 shares of common stock and the 1,820,000 shares of common stock
issuable upon the exercise of the share purchase warrants.
These funds will be used to increase our sales and marketing efforts and for
other general working capital purposes.
The securities issued in this private placement have not been registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements of the Securities Act of 1933.
With respect to these transactions, Semotus relied on Section 4(2) of the
Securities Act of 1933, as amended. The investors were given complete
information concerning Semotus and represented that the shares were being
acquired for investment purposes. The issuances were made without general
solicitation or advertising. The appropriate restrictive legend was placed on
the certificates and stop transfer instructions were issued to the transfer
agent.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) N/A.
(b) N/A.
(c) Exhibits. The following exhibits are filed with this report:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Form of Subscription Agreement for a total of
$340,000 by and among Semotus Solutions, Inc. and
certain Investors.
2.2 Form of amended Subscription Agreement (including a
six month hold on the warrants) for a total of
$360,000 by and among Semotus and certain Investors
4.1 Form of Warrant to purchase up to a maximum total
of 680,000 shares of Semotus Solutions, Inc. common
stock issued to the Investors dated November 14,
2005.
4.2 Form of Warrant to purchase up to a maximum total
of 720,000 shares of Semotus Solutions, Inc. common
stock issued to the Investors dated November 14,
2005.
4.3 Form of Warrant to purchase up to a maximum total
of 420,000 shares of Semotus' common stock issued
to Bathgate Capital Partners dated November 14,
2005.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: November 16, 2005 By: /s/ Anthony N. LaPine
--------------------------------
Anthony N. LaPine,
President and Chief Executive Officer