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): November 8, 2005
IMAGE INNOVATIONS HOLDINGS INC.
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(Exact name of small Business Issuer as specified in its charter)
NEVADA 0-50119 91-1898414
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
432 Park Avenue South, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 589-9994
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N/A
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(Former name or former address, if changes since last report)
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:
|_| 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 8.01. Other Events.
On November 8, 2005, the Registrant executed a non-binding term sheet with a
well-capitalized institutional investor in respect of a potential financing
transaction pursuant to which, if consummated, the Registrant would issue
approximately $35 million of debt to the potential financing source.
The Registrant generally anticipates that the proceeds from the financing, if
consummated, would be used to finance the proposed acquisition by the Registrant
of Fine Art Wholesalers, Inc. and its associated companies ("Fine Art") as well
as for general working capital purposes.
Execution of definitive documentation and consummation of the proposed
convertible debt financing remain subject to numerous conditions in favor of the
potential financing source, including without limitation, consummation of the
acquisition of Fine Art on terms satisfactory to the potential financing source,
negotiation of mutually agreeable definitive documentation, and satisfactory
completion of the potential financing source's due diligence of the Registrant
and Fine Art.
In connection with the execution of the non-binding term sheet, the Registrant
has agreed to a 90-day period of exclusivity with the potential financing
source.
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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.
IMAGE INNOVATIONS HOLDINGS INC.
(Registrant)
Date: November 14, 2005 By: /s/ Michael Preston
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Michael Preston
Chief Executive Officer