UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
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): December 9, 2008 (December 4,
2008)
NOVINT
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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000-51783
(Commission
File Number)
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85-0461778
(IRS
Employer
Identification
Number)
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4601
Paradise Boulevard NW, Suite B
Albuquerque,
New Mexico 87114
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (866) 298-4420
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).
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13(e)-4(c))
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This
Report contains forward-looking statements. All forward-looking statements are
inherently uncertain as they are based on current expectations and assumptions
concerning future events or future performance of the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
are only predictions and speak only as of the date hereof. Forward-looking
statements usually contain the words “estimate,” “anticipate,” “believe,”
“expect,” or similar expressions, and are subject to numerous known and unknown
risks and uncertainties. In evaluating such statements, prospective investors
should carefully review various risks and uncertainties identified in the
Company’s other SEC filings including periodic reports and registration
statements. These risks and uncertainties could cause the Company’s actual
results to differ materially from those indicated in the forward-looking
statements. The Company undertakes no obligation to update or publicly announce
revisions to any forward-looking statements to reflect future events or
developments.
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
December 2, 2008, Novint Technologies, Inc. (the “Company”) commenced a private
offering to accredited investors of up to a maximum of $3,000,000 8% Senior
Secured Promissory Notes (the “Notes”) and warrants (the
“Warrants,” and
collectively with the Notes, the “Securities”), plus up to an
additional $1,250,000 from accredited investors who are qualifying game
publishers, developers or other strategic investors (the “Offering”). The
Offering will terminate on February 9, 2009 (the “Termination Date”), unless the
Company terminates the Offering earlier or extends the Termination Date up to an
additional 45 days.
Between
December 4, 2008 (the “Initial
Closing Date”) and December 9, 2008, the Company accepted subscriptions
pursuant to the Offering for an aggregate purchase price of $600,000. With
respect to each subscriber, the number of shares of common stock of the Company
(the “Common Stock”)
underlying the Warrants equals the principal amount of the Note purchased by the
subscriber divided by $1.00. The Warrants are exercisable for a term of five (5)
years at an exercise price of $1.00 per share.
The net
proceeds received by the Company will be used by the Company for working capital
and general corporate purposes. The Company will pay brokers involved in the
subscriptions an aggregate of $12,000 in cash.
The
following is a brief description of the other terms and conditions of the
Notes:
8% Senior Secured Promissory
Notes
Each Note
is due and payable on December 4, 2009 (the “Maturity Date”). The principal
of each Note accrues interest at the rate of 8% per annum on the unpaid
principal amount of the Note, payable at the Maturity Date. The Company may
prepay principal or interest from time to time without premium or
penalty.
The Notes
are secured by all of the assets of the Company, and each of the subscribers
entered into an Intercreditor Agreement (the “Intercreditor Agreement”)
whereby each subscriber recognized that the security interests granted to such
subscriber under the Notes ranks pari passu in right of payment and right of
lien priority with the security interests granted by the Company to the other
subscribers and signatories to the Intercreditor Agreement.
The
foregoing description of the Offering does not purport
to be complete and is qualified in its entirety by the form of Note attached
hereto as Exhibit 4.1, the form of Convertible Note attached hereto as
Exhibit 4.2, the form of Warrant attached hereto as Exhibit 4.3, the form of
Subscription Agreement attached hereto as Exhibit 10.1 and the form of
Intercreditor Agreement attached hereto as Exhibit 10.2, each of which is
incorporated herein by reference.
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ITEM
2.03
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CREATION
OF DIRECT FINANCIAL OBLIGATION.
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The
information called for by this item is contained in Item 1.01, which is
incorporated herein by reference.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES.
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The
information called for by this item is contained in Item 1.01, which is
incorporated herein by reference.
As set
forth under Item 1.01 above, between December 4, 2008 and December 9, 2008, the
Company accepted subscriptions under the Offering for an aggregate of $600,000
of Securities from 3 accredited investors.
The
Company relied upon the exemption from registration as set forth in Section 4(2)
of the Securities Act and/or Rule 506 of Regulation D for the issuance of these
securities with reference to the following facts and circumstances: (1) the
investors represented that they were “accredited investors” within the meaning
of Rule 501(a); (2) the transfer of the securities was restricted by the Company
in accordance with Rule 502(d); (3) there were no, and in any case no more than
35, non-accredited investors in the transaction within the meaning of Rule
506(b), after taking into consideration all prior investors under Section 4(2)
of the Securities Act within the twelve months preceding the transaction; and
(4) none of the offers and sales were effected through any general solicitation
or general advertising within the meaning of Rule 502(c).
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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Exhibit
Number
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Description
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4.1
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Form
of Note
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4.2
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Form
of Convertible Note
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4.3
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Form
of Warrant
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10.1
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Form
of Subscription Agreement
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10.2
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Form
of Intercreditor Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
NOVINT
TECHNOLOGIES, INC.
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By:
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/s/
Tom Anderson
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Tom
Anderson,
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Chief
Executive Officer and President
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Dated:
December 9, 2008
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