- Current report filing (8-K)
27 October 2009 - 8:20AM
Edgar (US Regulatory)
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)
October 2
0
, 2009
SENTISEARCH,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-52320
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20-5655648
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1217
South Flagler Drive, 3
rd
Floor, West Palm
Beach, Florida
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33401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
805-684-1830
Not
Applicable
(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:
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o
Written
communications pursuant to Rule 425 under the Securities
Act
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM
2.03
. CREATION OF A DIRECT
FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AND OFF-BALANCE SHEET ARRANGEMENT OF
A REGISTRANT.
ITEM
3.02. UNREGISTERED SALES OF EQUITY
SECURITIES.
On
October 26, 2009, SentiSearch, Inc. (the “Company”) issued to each of four
individuals who qualify as “accredited investors”, $50,000 principal amount of
its subordinated convertible promissory notes (the “Notes”) (a total of $200,000
principal amount of Notes). The investors include Joseph Pagano, the Company’s
Chief Executive Officer, Secretary, Treasurer and Chairman of the Board of
Directors, Frederick R. Adler, a director of the Company and Samuel A. Rozzi, a
beneficial owner of more than 10% of the Company’s outstanding common stock.
The $50,000 principal amount of Notes issued to Mr. Pagano represent
$25,000 of new funds received by the Company and a rollover of the
previously reported $25,000 loan made by Mr. Pagano to the Company on
September 10, 2009. The Notes were issued in private transactions
pursuant to the exemption from registration under Section 4(2) of the Securities
Act of 1933.
Principal
and accrued interest on the Notes are payable upon demand of the holders, which
may be made at any time on or after the earlier of: (i) the date on which the
Company publicly announces a joint venture or strategic relationship, the
execution of a license, or similar agreement with a third-party with respect to
the Company’s technology and (ii) the date on which the Company files with the
Securities and Exchange Commission (the “SEC”) an annual report on Form 10-K
which includes audited financial statements for the year ending December 31,
2009 (the “Target Date”). The Notes bear interest at the rate of 4%
per annum.
The
holders may convert the outstanding principal amount of the Notes and accrued
and unpaid interest thereon into shares of the Company’s common stock at any
time commencing on the fifth trading day immediately following the Target Date
at the conversion price in effect on such date. The conversion price
shall be the greater of (i) the average of the closing sale price of the
Company’s common stock for the five trading days immediately following the
Target Date and (ii) $0.05 per share. The Company may prepay the
Notes on 20 days prior written notice to the holders which may be delivered at
any time after which the Notes become convertible. The Company has
agreed to include the shares of common stock issuable upon conversion of the
Notes in any applicable registration statement filed by the Company with the SEC
covering equity securities of the Company.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On October 20, 2009, the Board of Directors determined to
increase its size from three members to four members and appointed Mr. Dean
Gresk to serve on the Company’s Board of Directors. Mr. Gresk has not
been appointed to serve on any committee of the Company’s Board of
Directors.
As compensation for his service as a
Board member, the Board of Directors granted Mr. Gresk 100,000 non-qualified
options, each to purchase one share of common stock of the Company at an
exercise price of $0.05 per share. These options were fully vested as
of the date of grant and expire on October 20, 2019. Mr. Gresk will
also provide certain services to the Company for which he will be paid $500 per
day, together with reimbursement for travel expenses
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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.
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SENTISEARCH,
INC.
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By:
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/s/
Joseph K. Pagano
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Name:
Joseph
K. Pagano
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Title:
Chief
Executive Officer, Secretary, Treasurer and Chairman of the
Board
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