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): March 3, 2005
ROOMLINX, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-26213 83-0401552
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey 07601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 525-1777
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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 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See the discussion under Item 3.02, below, which is incorporated herein
by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Sale of Convertible Debentures and Warrants
On March 3, 2005, RoomLinX, Inc. (the "Company") closed a Securities
Purchase Agreement with 17 accredited investors (collectively, the "Investors"),
pursuant to which the Company sold and issued to the Investors $1.1 million
aggregate principal amount of convertible debentures (the "Convertible
Debentures") and warrants (the "Warrants") to purchase 9,533,333 shares of the
Company's Common Stock.
The Convertible Debentures mature on the earlier of September 2, 2005
or the date the Company consummates a subsequent financing with gross cash
proceeds of at least $1.0 million, bear interest at a rate of 11% per annum and
are convertible into shares of the Company's Common Stock at a conversion price
equal to $0.075 per share of Common Stock, subject to adjustment. The Warrants
are exercisable at an initial cash exercise price of $0.075 per share, subject
to adjustment, and expire on September 2, 2010.
Registration Rights
In connection with the sale and issuance of the Convertible Debentures
and Warrants, the Company and the Investors entered into a Registration Rights
Agreement, pursuant to which the Company agreed to prepare and file, upon a
written request of the Investors if the Company has not filed a registration
statement within four months after the closing date, a registration statement
with the SEC covering the resale of the shares of Common Stock issuable upon
conversion of the Convertible Debentures and exercise of the Warrants. If the
registration statement is not timely filed, or declared effective within 90 days
after filing with the SEC or, if after the registration statement is first
declared effective by the SEC it ceases for any reason to remain continuously
effective for more than 20 consecutive calendar days or more than 40 calendar
days during any 12 month period, the Company will be required to pay specified
liquidated damages to the Investors as set forth in the Registration Rights
Agreement.
Placement Agent's Fees
The Company retained Casimir Capital L.P. to act as its placement agent
and agreed to pay Casimir a cash fee of $99,000 and to issue to Casimir
five-year warrants to purchase 1,430,000 shares of the Company's Common Stock at
an exercise price of $0.075 per share. The Company also agreed to pay Casimir
$15,000 for its legal and administrative fees in connection with the
transactions contemplated by the Securities Purchase Agreement,
Exemption from Registration
The sale of Convertible Debentures and Warrants to the Investors was
not registered under the Securities Act of 1933, as amended (the "Act"), and the
Convertible Debentures and Warrants were issued and sold in reliance upon the
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exemption from registration contained in Section 4(2) of the Act and Regulation
D promulgated thereunder. The Convertible Debentures and the Warrants and the
underlying shares of Common Stock may not be offered or sold in the United
States in the absence of an effective registration statement or an exemption
from the registration requirements under the Act.
Copies of the Agreements
Copies of the definitive agreements relating to the sale and issuance
of the Convertible Debentures and the Warrants are filed herewith as Exhibits.
The summary of terms set forth above is qualified by reference to such exhibits.
Press Release
On March 4, 2005, the Company issued a press release announcing the
consummation of the sale and issuance of the Convertible Debentures and the
Warrants. A copy of the press release is filed herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
There are filed as part of this report the exhibits listed on the
accompanying Index to Exhibits, which is incorporated herein by reference.
SIGNATURES
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.
ROOMLINX, INC.
By: /s/ Frank Elenio
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Frank Elenio
Chief Financial Officer
Dated: March 4, 2005
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 Form of Convertible Debenture of RoomLinX, Inc.
4.2 Form of Warrant to Purchase Common Stock of RoomLinX, Inc.
10.1 Securities Purchase Agreement, dated as of March 2, 2005, by and
among RoomLinX, Inc. and the Investors named therein.
10.2 Registration Rights Agreement, dated as of March 2, 2005, by and
among RoomLinX, Inc. and the Investors named therein.
99.1 Press Release issued by RoomLinX, Inc. on March 4, 2005.
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