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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): October 23, 2007
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 (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 CRF 240.14d-2(b))
[ ] Pre-commencement communication 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 October 23, 2007 we amended the $200,000 Convertible Promissory Note issued
on February 1, 2007 to Miro Knezevic and Gail L. Knezevic, Co-Trustees, Knezevic
Family Trust dated June 30, 1992 (the "Note") to increase the maximum number of
shares authorized to be issued upon conversion of the Note from 177,853 to
308,152.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 23, 2007, Miro Knezevic and Gail L. Knezevic, Co-Trustees, Knezevic
Family Trust dated June 30, 1992 requested the conversion of the entire
outstanding principal amount of $200,000 of their Convertible Promissory Note
and all accrued interest up to and including October 23, 2007, which comes to a
total of $214,520.55, into restricted common shares of Semotus Solutions, Inc.
at a conversion price equal to $0.69615 per share (a 15% discount to the ten day
average trading price prior to the date of conversion), which equals a total of
308,152 shares of our restricted common stock.
As part of the terms of the amendment to the note, we agreed to grant certain
piggyback registration rights on the 130,299 shares that have not yet been
registered on a registration statement with the Securities and Exchange
Commission, to qualify the resale of these shares of common stock issuable upon
the conversion of the note.
Some of the securities to be issued in this conversion 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 certificate and stop transfer
instructions will be issued to the transfer agent.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit Number Description Location
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2.1 Investment Agreement by and among Semotus Solutions, Incorporated by reference to Exhibit 2.2 of Registrant's
Inc. and Miro Knezevic and Gail L. Knezevic, Form 8-K filed on February 7, 2007.
Co-Trustees, Knezevic Family Trust dated June 30, 1992
dated February 1, 2007.
4.1 Convertible Promissory Note dated February 1, 2007. Incorporated by reference to Exhibit 4.1 of Registrant's
Form 8-K filed on February 7, 2007.
4.2 Amendment to the Convertible Promissory Note dated Filed electronically herewith.
October 23, 2007.
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: October 26, 2007 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
Chief Executive Officer