UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 10, 2007
Date of report (Date of earliest event reported)
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TALLY HO VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 333-104631 43-1988542
(State of Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification)
115 Route d' Arlon, L-8311 Capellen, Luxembourg
(Address of principal executive offices, including zip code)
011-352 2630 1540
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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:
[_] 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))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
See Item 3.02 below.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On April 10, 2007 (the "Closing Date"), Tally Ho Ventures, Inc. (the
"Company") completed the sale of [459,982] shares of unregistered common stock,
par value $0.001 per share, at a purchase price of $1.087 per share (the "Common
Stock") and a warrant to purchase [500,000] common stock shares at $2.00 per
share (the "Warrant") in a private placement transaction (the Common Stock and
the Warrant together, the "Securities"). The Warrant may be exercised at any
time in the warrant holder's discretion. The gross proceeds of the private
placement to the Company were in the amount of $525,000. The Common Stock shares
sold in the private placement represent approximately 2.19% of the outstanding
common stock of the Company on the closing date of the transaction (the "Closing
Date"). The Company paid sales commissions to a registered broker-dealer in the
amount of 9% of the amount of the Securities sold in the private placement, or
$47,250. The Company intends to use proceeds from the offering for general
working capital purposes.
The Common Stock and securities issuable upon exercise of the Warrant
are eligible for certain registration rights under the terms of a certain
Registration Rights Agreement (the "RRA"). Under the terms of the RRA, the
Company agreed to prepare, file and use its best efforts to maintain
effectiveness of, at its own expense, a registration statement under the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission (the "SEC") to register the resale of the Securities (the
"Registrable Securities") and to cause the registration statement to be filed
with the SEC within one hundred eighty (180) days from the Closing Date (the
"Filing Date"). In the event that (i) such registration statement is not filed
with the SEC by the Filing Date or not declared effective by the SEC on or prior
to the ten (10) month anniversary of the Closing Date, (ii) after such
registration statement is declared effective by the SEC, sales of the securities
covered by such registration statement cannot be made pursuant thereto, or (iii)
the Common Stock is not listed or traded on major stock exchanges or on the
Over-the-Counter Bulletin Board, then each investor in the private placement
will be entitled to receive a one-time payment of additional Common Stock shares
in the amount equal to 10% of the number of the Securities purchased by such
investor, on a pro rata basis, in the private placement (the "Additional
Securities") and such Additional Securities will be included in the Company's
registration statement along with other Registrable Securities. In addition, for
the duration of the Registration Period (as defined below), the Company agreed
to include all or any part of the Registrable Securities and the Additional
Securities, if any, in its registration statement in connection with any
underwritten public offering, subject to the managing underwriter limitations
and restrictions. The foregoing piggy-back registration rights will only be
available in the event the Company fails to file timely, obtain or maintain
effectiveness of the registration statement filed with the SEC as described
above. The Registration Period covers the period of time after the Filing Date
until such date as is the earlier of (i) the date on which all Registrable
Securities have been sold or (ii) the date on which such securities may be
immediately sold to the public without registration or restriction under the
Act. The RRA contains certain other terms and provisions customary for
agreements of this nature. Any description of the RRA terms in this filing is
qualified in its entirety by the text of the RRA.
The offer and sale of the Securities was made pursuant to exemptions
from the registration requirements of the Act and Rule 506 of Regulation D
promulgated thereunder. All of the offers and sales of the common stock were
made exclusively to "accredited investors" (as such term is defined in Rule
501(a) of Regulation D) in offers and sales not involving a public offering
insofar as the purchasers in the private placement purchased the securities for
their own account and not with a view towards or for resale in connection with
their distribution. The private placement was conducted without general
solicitation or advertising. This filing shall not constitute an offer to sell
or the solicitation of an offer to buy the securities, nor shall there be any
offer or sale of the securities in any state in which such offer, solicitation
or sale would be unlawful.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit Title
None.
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 thereunto duly authorized.
TALLY HO VENTURES, INC.
Date: April 17, 2007 By: /s/ Nigel Gregg
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President & Chief Executive Officer