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): January 23, 2006
(January 17, 2006)
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))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 13, 2006, Detto Technologies, Inc. (the "Registrant") entered into a
Securities Purchase Agreement, the form of which is attached hereto as Exhibit
10.1 (the "Agreement") with three accredited investors listed on the Schedule of
Buyers attached to the Agreement (the "Investors") whereby the Registrant agreed
to issue three 12% Secured Convertible Promissory Notes due April 30, 2006
("Notes") totaling $500,000, subject to closing conditions. These notes are
convertible into the Registrants common stock at a conversion price of $.20 per
share. The Registrant received net proceeds of $448,082 upon final closing which
occurred on January 17, 2006 after prepaying the interest through April 30, 2006
paying a 6% origination charge to the Investors and legal fees. The Investors
may convert the Notes in any subsequent financing on the same terms as the other
participants. In the case of a default of the Notes that is not cured by the end
of the grace period, the interest rate of the note will increase to 17% and the
conversion price will be reduced to the par value of the Registrant's common
stock .
The Agreement provides the Investor with the right to purchase, on any
subsequent offering of securities up to $500,000 of such subsequent security
issued at 50% of the price of the other investors in such offering. The
Investors also received warrants to purchase an additional 1,106,540 shares of
the Registrant's common stock at an exercise price of $.25 per share (the
"Warrant"). The Warrants expire on January 13, 2011. The Agreement also granted
piggyback registration rights for the shares purchased by converting the Notes
as well as the shares underlying the Warrants.
The Notes are secured by a second-priority security interest in all existing and
hereafter acquired assets owned by the Registrant. If the Registrant sells,
assigns or encumbers its assets not permitted by the Security agreement, without
the consent of the Investors, the Investors are entitled to declare the Notes
due and payable immediately.
The securities issued in this private placement have not been registered under
the Securities Act of 1933, as amended, ("Securities Act") 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.
The foregoing description of the private placement is only a summary and is
qualified in its entirety by reference to the Securities Purchase Agreement and,
form of 12% Secured Convertible Promissory Note which are filed as Exhibits to
this report and are incorporated herein by reference.
One member of the Registrant's board of directors, Gualtiero Giori is affliated
with one of the Investors, Di Capital Investments. Other than in respect of this
relationship, there are no other material relationships between the Registrant,
the Investors or their respective affliates.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 17, 2006, the Registrant issued three 12% Secured Convertible
Promissory Notes to three accredited investor and warrants to purchase, in the
aggregate, 1,106,540 shares of its common stock at an exercise price of $0.50
per share. Such warrants expire on January 12, 2011. The Registrant received
gross proceeds of $500,000.
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.
(d) Exhibits
Exhibit
Number Description
- ------- -----------
10.1 Form of Securities Purchase Agreement, dated January 13, 2006.
10.2 Form of 12% Secured Convertible Promissory Note Due April 30, 2006.
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: January 23, 2006 Detto Technologies, Inc.
By: /s/ Larry Mana'o
--------------------------------------
Larry Mana'o
Chief Executive Officer
Exhibit Index
Exhibit
Number Description
- ------- -----------
10.1 Form of Securities Purchase Agreement, dated January 13, 2006.
10.2 Form of 12% Secured Convertible Promissory Note Due April 30, 2006.