NET TALK.COM, INC. - FORM 8-K - November 9, 2012
| Attached files | ||||||
| File | Filename | |||||
|---|---|---|---|---|---|---|
| EX-10.01 - EXHIBIT 10.01 - NET TALK.COM, INC. | v327998_ex10-01.htm | |||||
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): November 6, 2012
NET TALK.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
| Florida | 000-53668 | 20-4830633 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer |
| Identification Number) |
1100 NW 163rd Drive, No. Miami Beach, Florida 33169
(Address of principal executive offices) (Zip code)
(305) 621-1200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below of the Form 8-K if the 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)). |
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
On November 6, 2012, Net Talk.com, Inc. (the “Company”) borrowed $100,000 from an institutional accredited investor and, in exchange, the Company issued its 10% Senior Secured Debenture, due December 31, 2013 (the “10% Senior Secured Debenture”). The 10% Senior Secured Debenture is one of a series of debentures having similar terms issued to the institutional accredited investor. The 10% Senior Secured Debenture, among other matters, accrues interest at 10% per annum, is payable in full on December 31, 2013, is secured by all of the assets of the Company, and provides for a default rate of interest of no less than 18% upon an event of default. Proceeds from the 10% Senior Secured Debenture are for marketing and general working capital.
ITEM 9.01 Exhibits
The following exhibits are filed with this Form 8-K:
Exhibit No.: Description:
| 10.01 | 10% Senior Secured Debenture, due December 31, 2013 |
SIGNATURE
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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Net Talk.com, Inc. |
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| By: | /s/ Anastasios Kyriakides | ||
| Name: | Anastasios Kyriakides | ||
| Title: | Chief Executive Officer | ||
| Dated: | November 9, 2012 | ||
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