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):
October 14, 2009 (September 4, 2009)
ANTS SOFTWARE INC.
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(Exact name of Registrant as specified in its charter)
Delaware 000-16299 13-3054685
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
71 Stevenson St., Suite 400, San Francisco, CA 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 931-0500
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(Former name or former address, if changed 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 (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 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))
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Item 3.02 Unregistered Sales of Equity Securities.
Between September 4, 2009 and October 14, 2009, the Company engaged in a
private placement transaction in which 3,592,657 of shares of restricted Common
Stock of the Company were sold at a per share price of $0.35. In addition to
each share of Common Stock sold in the above transaction, each purchaser also
received a warrant to purchase one share of restricted Common Stock in the
Company at $0.40 per share, such warrants to expire one year from purchase of
the initial Common Stock shares.
The purchasers of the Common Stock qualify as accredited investors as such
term is defined in Rule 501 under the Securities Act of 1933, as amended (the
"1933 Act"). The Common Stock issued by the Company to the investors has not
been registered under the Act. The offer and sale of these shares was made in
connection with a private placement and is exempt from the registration
requirements of the Act pursuant to Section 4(2) thereof and Rule 506 of
Regulation D promulgated thereunder and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. This current report is neither an offer to sell, nor a
solicitation of offers to purchase, securities.
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.
ANTs software inc.
Date: October 14, 2009 By: /s/ Joseph Kozak
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Joseph Kozak, Chairmen and Chief
Executive Officer