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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): August 5, 2005
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Detto Technologies, Inc.
(Exact name of registrant as specified in Charter)
Delaware 333-100241 01-0650333
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) Identification No.)
14320 NE 21st Street, Suite 11
Bellevue, Washington 98007
(Address of Principal Executive Offices)
425-201-5000
(Issuer Telephone number)
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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))
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Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 5, 2005, the Registrant entered into a Subscription Agreement (the
"Agreement") with an accredited investor (the "Investor") whereby the Registrant
sold 2,000,000 restricted shares of the Registrant's common stock for a purchase
price of $0.50 per share in the total amount of $1,000,000. The Registrant
received $1,000,000 upon closing which occurred on August 8, 2005. The Agreement
provided the Investor with the right to purchase, on any subsequent offering of
securities, 10% of such subsequent security issue on the same terms as the other
investors in such offering. If the Investor chooses not to exercise its right to
purchase shares in such subsequent offering, then its rights for any subsequent
issue shall cease. The Investors also received a warrant to purchase an
additional 100,000 shares of the Registrant's common stock at an exercise price
of $1.00 per share (the "Warrant"). The Warrant expires on August 4, 2010. The
Agreement also granted piggyback registration rights for the shares purchases as
well as the shares underlying the Warrant.
Marino & Company, a registered broker-dealer (the "Placement Agent"), acted as
the Registrant's placement agent in this transaction. In consideration for
Placement Agent's services, the Placement Agent received $130,000 in commissions
and expense reimbursements. In addition, the Placement Agent received a warrant
to purchase 200,000 shares of the Registrant's common stock with an exercise
price of $0.50 per share which expires on August 4, 2010.
The securities issued in this private placement have not been registered under
the Securities Act of 1933, as amended, and until so registered the securities
may not be offered or sold in the United States absent registration or
availability of an applicable exemption from registration.
This report is not an offer to sell securities of the Registrant and any
opportunity to participate in the private placement was available to a very
limited group of investors.
The foregoing description of the private placement does not purport to be
complete and is qualified in its entirety by reference to the Common Stock
Subscription Agreement and form of Common Stock Purchase Warrant which are filed
as Exhibits to this report and are incorporated herein by reference.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On August 5, 2005, the Registrant issued 2,000,000 shares of its restricted
common stock to an accredited investor and warrants to purchase, in the
aggregate, 300,000 shares of its common stock at an exercise price of $0.50 per
share. Such warrants expire on August 4, 2010. The Registrant received gross
proceeds of $1,000,000.
The Registrant relied upon Section 4(2) of the Securities Act for the offer and
sale. It believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was not general solicitation or general
advertising involved in the offer or sale.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
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10.1 Form Subscription Agreement and Warrant
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.
Date: August 11, 2005 Detto Technologies, Inc.
By: /s/ Larry Mana'o
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Larry Mana'o
Chief Executive Officer