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): July 25, 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.
On July 25, 2005, the Registrant entered into an investment banking
agreement (the "Agreement") with Sloan Securities Corp. ("Sloan"). Pursuant to
the terms of the Agreement, the Registrant has appointed Sloan to serve as the
Registrant's financial advisor with respect to merger and acquisition
opportunities and related financings. The Registrant has no material
relationship with Sloan other than as set forth in the Agreement.
Under the terms of the Agreement, in connection with certain financings
the Registrant is obligated to pay Sloan 9% of the Financing Amount (as defined
in the Agreement) and to grant Sloan warrants to purchase such number of
securities as shall be equal to 15% of the number of securities (including stock
and warrants) issued to investors in the financing. Under the terms of the
Agreement, in connection with certain acquisitions the Registrant is obligated
to pay Sloan 5% of the Consideration (as defined in the Agreement).
A copy of the Agreement will be filed with the Registrant's next regularly
filed Quarterly Report on Form 10-Q.
SIGNATURE
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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Name: Frank Elenio
Title: Chief Financial Officer
Dated: July 29, 2005