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UNITED STATES
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): May 16, 2006
SEMOTUS SOLUTIONS, INC.
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(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
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(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Semotus Solutions, Inc. ("Semotus") has signed a Common Stock and Warrant
Purchase Agreement and a Registration Rights Agreement, each dated May 16, 2006,
by and among Semotus, Southshore Capital Fund, Ltd., and Southridge Partners,
LP, relating to an equity private placement of US$560,000. The closing of the
private placement is dependent upon the American Stock Exchange's approval.
Under the terms of the private placement, Semotus will sell to Southshore
Capital Fund, Ltd. and Southridge Partners, LP an aggregate of 3,294,118 shares
of common stock at $0.17 per share and 2,810,000 share purchase warrants. Each
warrant entitles the holder to purchase an additional share of common stock at a
price of $0.30 per share until May 16, 2011. These warrants are not exercisable
until November 16, 2006. We will incur no placement agent fees, but after
payment of expenses in the amount of approximately $60,000, we expect to receive
net proceeds of approximately $500,000.
These funds will be used to increase our sales and marketing efforts and for
other general working capital purposes.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On May 16, 2006, we agreed to sell to Southshore Capital Fund, Ltd. and
Southridge Partners, LP an aggregate of 3,294,118 shares of common stock at
$0.17 per share and 2,810,000 share purchase warrants. Each warrant entitles the
holder to purchase an additional share of common stock at a price of $0.30 per
share until May 16, 2011. The warrants are not exercisable until November 16,
2006. The issuance of the shares and warrants is dependent upon the American
Stock Exchange's approval.
As part of the private placement, we agreed to file a registration statement
with the Securities and Exchange Commission to qualify the resale of the
3,294,118 shares of common stock and the 2,810,000 shares of common stock
issuable upon the exercise of the share purchase warrants.
The securities to be 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. The appropriate
restrictive legend will be placed on the certificates and stop transfer
instructions will be issued to the transfer agent.
The issuance will be made in reliance on Section 4(2) of the Act and will be
made without general solicitation or advertising. The purchasers are
sophisticated investors with access to all relevant information necessary to
evaluate the investment, who represented to us that the securities are being
acquired for investment purposes.
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
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2.1 Common Stock and Warrant Purchase Agreement by and among
Semotus Solutions, Inc., Southshore Capital Fund Ltd. and
Southridge Partners LP. dated May 16, 2006.
4.1 Warrant to purchase up to a maximum total of 421,500 shares
of Semotus Solutions, Inc. common stock issued to Southshore
Capital Fund Ltd. dated May 16, 2006.
4.2 Warrant to purchase up to a maximum total of 2,388,500
shares of Semotus Solutions, Inc. common stock issued to
Southridge Partners LP dated May 16, 2006.
10.1 Registration Rights Agreement by and among Semotus
Solutions, Inc., Southshore Capital Fund Ltd. and Southridge
Partners LP dated May 16, 2006.
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: May 19, 2006 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
Chief Executive Officer