Form 8-K for XYBERNAUT CORP
--------------------------------------------------------------------------------
23-Dec-2004
Sale of Equity
Item 3.02 Unregistered Sales of Equity Securities
On December 20, 2004, the registrant entered into common stock and warrant purchase agreements with two investors in a private placement transaction pursuant to which the registrant sold an aggregate of 9,167,386 shares of its common stock at a price representing an approximate 20% discount to the average closing price per share of $1.16 of the registrant's common stock for the ten trading days ended December 7, 2004, for cash and the cancellation of indebtedness of the registrant in an aggregate amount of $8,500,000, less fees and expenses incurred by the registrant. In connection with the transaction, the registrant also issued warrants to purchase (i) an aggregate of 4,583,693 shares of common stock exercisable for a period of three (3) years from the date of issuance, at an exercise price of $1.16; and (ii) 4,583,693 shares of common stock exercisable for a period of six (6) months from the date of issuance, at an exercise price of $1.16. The registrant may call up to 100% of the warrants if the common stock price is equal to or greater than $3.00 per share for five (5) consecutive trading days prior to the date that the registrant calls the warrants. The warrants have adjustment provisions for dilution events including stock splits, stock dividends and similar transactions.
In connection with the registrant's sale of common stock and warrants pursuant to the common stock and warrant purchase agreements, the registrant entered into a registration rights agreement with each investor pursuant to which, among other things, the registrant agreed to use its best efforts to file a registration statement to register for resale the shares of common stock, including the shares of common stock issuable upon exercise of the warrants, no later than thirty (30) days after the closing date and cause such registration statement to become effective as promptly as practicable after filing but no later than March 7, 2005.
In connection with these transactions, the registrant reduced the exercise price from $1.52 per share to $0.80 cents per share with respect to previously issued warrants to purchase an aggregate of 2,196,797 shares of common stock to the investors. The two (2) investors in the transaction are "accredited investors", as that term is defined under Rule 501 under Regulation D of the Securities Act of 1933, as amended, pursuant to the exemption from registration requirements under Rule 506 and Section 4(2) of the Securities Act. |
