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 being Reported): June 11, 2004
CELL POWER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida 0-50062 59-1082273
(State or Other Jurisdiction Commission File IRS Employer
of Incorporation) Number) Identification No.)
1428 36th Street, Suite 205, Brooklyn, New York 11218
(Address of Principal Executive Offices)
(718) 436-7931
(Registrant's Telephone Number, including Area Code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Cell Power Technologies, Inc. ("Cell Power" or the "Company") announced
that it raised gross proceeds of $648,000 from the private placement of its
securities. The funds were raised following an initial closing (the "Initial
Closing") held on June 11, 2004 by the Company with respect to subscription
amounts deposited into escrow in connection with the Private Placement discussed
below.
In May 2004, the Company commenced a private placement (the "Private
Placement") to certain private and institutional investors of up to $3 million
of units of its securities, with each unit (hereinafter a "Unit") comprised of
(i) 32,000 shares of Common Stock (the "Purchased Shares") and (ii) five year
warrants to purchase up to an additional 32, 000 shares of common stock at a per
share exercise price of $1.25 (the "Warrants"), provided that the exercise
period may be reduced under certain conditions. The per Unit Price is $24,000.
Under the Private Placement, subscription amounts are deposited into an escrow
account and the Company is authorized to conduct an initial closing upon its
acceptance of subscriptions for a minimum of 21 Units ($504,000).
The Company received net proceeds of approximately $583,000 from the
proceeds of the sale of 27 Units at the Initial Closing, following the repayment
of offering related expenses. The Company can hold additional closings. The
Private Placement is scheduled to terminate on July 31, 2004, provided that the
Company is entitled, at its option, to extend the termination for an additional
60 day period. No assurance can however be provided that the Company will be
able to hold any additional closings or raise additional funds from the
Private Placement.
Attached as Exhibit 99.1 is a press release issued by the Company in
connection with the funds raised.
Additionally, the offering materials forwarded by the Company to
prospective investors in the Private Placement contained certain estimates,
forecasts, projections and other market related information relating to the
Company's anticipated future performance (collectively, the "Forward Looking
Statement"). A summary of these Forward Looking Statement is attached hereto as
Exhibit 99.2. These Forward Looking Statements are not based on historical
performance but merely reflect various assumptions made by management that may
or may not prove to be correct. Such assumptions are subject to varying
uncertainties and contingencies beyond the control of the Company. Accordingly,
there can be no assurance that any of the Forward Looking Statements will be
realized. The inclusion of the Forward Looking Statements and projections should
not be regarded as a representation or assurance that the projected results will
be achieved.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release issued on June 14, 2004.
99.2 Company Estimates, Forecasts, Projections and Forward Looking Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused his report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 16, 2004 CELL POWER TECHNOLOGIES, INC.
By: /s/ Jacob Herskovits
---------------------------
Chief Executive Officer