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): July 3, 2005
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GSV, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-23901 13-3979226
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
191 Post Road, Westport, CT 06880
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(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (203) 221-2690
N/A
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(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement.
On July 3, 2005, GSV, Inc. ("GSV") and D. Emerald Investments Ltd. ("Emerald")
entered into an agreement dated as of May 10, 2005 (the "Agreement"), pursuant
to which GSV and Emerald agreed to extend and renew a two-year 8% convertible
promissory note in the principal amount of $200,000 (the "Note") and a warrant
to purchase 1,142,857 shares of GSV's common stock, par value $.001 per share,
at an exercise price of $.70 per share (the "Warrant"). The Note and Warrant
were issued pursuant to a Purchase Agreement dated as of May 11, 2004 between
Emerald and GSV. Under the terms of the Agreement, the maturity date of the Note
was extended from May 10, 2006 to May 10, 2007 and Emerald's right to convert
the Note and all accrued interest on the Note into common stock at a price of
$.70 per share was extended until any time prior to May 10, 2006. The term of
the Warrant was also extended from May 10, 2005 to May 10, 2006.
Interest under the Note is payable quarterly in arrears. The Note continues to
provide that if the principal and interest due on the maturity date is not paid,
the Note will bear interest at a default rate of 12% per annum. Upon the
occurrence of an event of default, Emerald may, at its sole option, declare the
entire principal amount of the Note and any interest due thereon immediately due
and payable. Events of default include failure to pay the principal amount on
the maturity date or any interest when due, commencement by GSV or against GSV
of any proceeding or other action relating to bankruptcy or reorganization,
GSV's breach or failure to perform or observe any obligation contained in the
Note, Purchase Agreement or Warrant or GSV's failure to ensure that any
conversion of the Note is effected upon request.
Forward-Looking Statements
Some of the statements in this document are forward-looking statements that
involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
that are not statements of historical fact. You can identify these statements by
the following words:
- - "may"
- - "will"
- - "should"
- - "estimates"
- - "plans"
- - "expects"
- - "believes"
- - "intends"
and similar expressions. GSV cannot guarantee its future results, performance or
achievements. GSV's actual results and the timing of corporate events may differ
significantly from the expectations discussed in the forward-looking statements.
You are cautioned not to place undue reliance on any forward- looking
statements. Potential risks and uncertainties that could affect GSV's future
operating results include, but are not limited to, its limited operating
history, history of losses, need to raise additional capital, and the high risk
nature of its business, as well as other risks described in GSV's most recent
annual report on Form 10-KSB filed with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GSV, INC.
(Registrant)
Dated: July 7, 2005 By: /s/ Gilad Gat
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Gilad Gat
Chief Executive Officer
(Principal Executive Officer)
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