UNITED STATES
SECURITIES 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): June 14, 2007
ERF WIRELESS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-27467 76-0196431
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(State of organization) (Commission File Number) (IRS Employer
Identification No.)
2911 South Shore Boulevard, Suite 100,
League City, Texas 77573
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (281) 538-2101
Former name or former address, if changed since last report: Not Applicable
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On June 14, 2007, ERF Wireless, Inc. ("ERF") entered into an Investment
Agreement with Dutchess Private Equities Fund, Ltd. (the "Investor"). Pursuant
to this Agreement, the Investor shall commit to purchase up to $10,000,000 of
our common stock over the course of thirty-six (36) months. The amount that we
shall be entitled to request from each purchase ("Puts") shall be equal to, at
our election, either (i) up to $250,000 or (ii) 200% of the average daily volume
(U.S. market only) ("ADV") multiplied by the average of the 3 daily closing
prices immediately preceding the Put Date. The ADV shall be computed using the
three (3) trading days prior to the Put Date. The put date shall be the date
that the Investor receives a put notice of a draw down by the Company of a
portion of the Line. The purchase price shall be set at ninety-three percent
(93%) of the lowest closing Best Bid price of the common stock during the
pricing period. The pricing period shall be the five (5) consecutive trading
days immediately after the put notice date. There are put restrictions applied
on days between the put date and the closing date with respect to that
particular Put. During this time, we shall not be entitled to deliver another
put notice. Further, we shall reserve the right to withdraw that portion of the
Put that is below seventy-five percent (75%) of the lowest closing bid prices
for the 10-trading day period immediately preceding each put notice.
We are obligated to file a registration statement with the Securities and
Exchange Commission ("SEC") covering shares of the common stock underlying the
Investment Agreement within 30 days after the closing date. The Company shall
initially register for resale 10,000,000 shares of Common Stock and, subsequent
to this Registration Statement being deemed effective and all such shares being
resold, the Company will register such additional shares as may be set forth in
the Investment Agreement. In addition, we are obligated to use all commercially
reasonable efforts to have the registration statement declared effective by the
SEC within 120 days after the closing date. We shall have an ongoing obligation
to register additional shares of our common stock as necessary underlying the
draw downs.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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10.1 Investment Agreement dated April 26, 2007, by and between
the Company and Dutchess Private Equities Fund, Ltd.
10.2 Registration Rights Agreement dated April 26, 2007, by and
between the Company and Dutchess Private Equities Fund, Ltd.
99.1 Press Release
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.
ERF Wireless, Inc.
By: /s/ H. Dean Cubley
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Dr. H. Dean Cubley,
Chief Executive Officer
DATE: June 21, 2007
EXHIBIT INDEX
Exhibit No. Description
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10.1 Investment Agreement dated June 14,2007
10.2 Registration Rights Agreement dated June 14, 2007
99.1 Press Release dated June 20, 2007