- Current report filing (8-K)
10 Fevereiro 2009 - 9:04AM
Edgar (US Regulatory)
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):
February 9, 2009
BROADWEBASIA,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State or
other jurisdiction of incorporation)
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333-145953
(Commission
File Number)
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20-8383706
(IRS
Employer Identification No.)
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9255
Sunset Boulevard, Suite 1010
West
Hollywood, California
(Address
of principal executive offices)
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90069
(Zip
Code)
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Registrant’s
telephone number, including area code:
(310) 492-2255
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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o
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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
240.13e-4(c))
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Item
1.01
Entry into a
Material Definitive Agreement
On
February 9, 2009, BroadWebAsia, Inc. (“the Company”) entered into a Note
Purchase Agreement with Able Income Fund, LLC (the “Holder”) and executed a
secured convertible promissory note (the “Note”) in the principal amount of
$150,000 payable to the Holder with a conversion price of
$0.50. Pursuant to the Note, the Company promises to pay to the
Holder $150,000 in cash on May 10, 2009. The Debenture bears interest at the
rate of 18% per annum until the maturity date.
Payment
of the Note is secured by a personal guarantee from Brad Greenspan, the
Company’s Chairman. In addition, Mr. Greenspan executed a Stock Pledge
Agreement, as security for the Note and the Company entered into a security
agreement with the Holder. Further, as part of the consideration
provided to the Holder for the Note, the Holder also received a warrant for the
purchase of up to 50,000 shares of the Company’s common stock at an exercise
price of $.75 per share. The warrants are exercisable, in whole or in part, any
time from and after the date of issuance of the warrant.
Item 2.03
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
On
February 9, 2009, the Company became obligated on a convertible debenture in the
principal amount of $150,000. Please refer to Item 1.01 above for
further information.
Item
9.01
Financial
Statements and Exhibits
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(a)
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Financial
statements.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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Exhibit
Number
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Description
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10.1
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Form
of Note Purchase Agreement dated February 9, 2009 by and between
BroadWebAsia, Inc. and Able Income Fund LLC.
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10.2
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Form
of Secured Convertible Promissory Note dated February 9, 2009 by and
between BroadWebAsia, Inc. and Able Income Fund LLC.
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10.3
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Form
of Warrant dated February 9, 2009 by and between BroadWebAsia, Inc. and
Able Income Fund LLC.
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10.4
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Form
of Security Agreement dated February 9, 2009 by and between BroadWebAsia,
Inc. and Able Income Fund LLC.
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10.5
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Form
of Guaranty dated February 9, 2009 by and between Brad Greenspan and Able
Income Fund LLC.
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10.6
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Form
of Pledge Agreement dated February 9, 2009 by and between Brad Greenspan
and Able Income Fund LLC.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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BroadWebAsia,
Inc.
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Dated:
February 9, 2009
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By:
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/s/
Peter
Schloss
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3
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