So where is the Wow-Neat-O story?
http://biz.yahoo.com/e/140224/jbii8-k.html
Form 8-K for JBI, INC.
24-Feb-2014
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Cha
Item 1.01 Entry into a Material Definitive Agreement.
On February 19, 2014, JBI, Inc. (the "Company") entered into Subscription Agreements (the "Purchase Agreements") with three investors (the "Purchasers") in connection with a private placement of shares of the Company's common stock and warrants to purchase shares of common stock (the "Warrants"). Pursuant to the Purchase Agreements, the Company agreed to sell and issue to the Purchasers an aggregate of 2.4 million shares of its common stock and Warrants to purchase up to an additional 2.4 million shares of its common stock. The closings of the transactions under the Purchase Agreements occurred between February 19 and 24, 2014. The purchase price per share was $0.05 and the gross proceeds to the Company were $120,000. The Warrants have a three year term, and an initial exercise price of $0.10 per share of common stock. The Company granted "piggyback" registration rights under certain circumstances with respect to the shares issued at the closing and the shares issuable upon exercise of the Warrants.
The foregoing summaries of the private placement, the securities to be issued in connection therewith, the form of Purchase Agreement and the form of Warrant do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K. The Purchase Agreement contains representations and warranties that the parties made solely for the benefit of each other, in the context of all of the terms and conditions of the Purchase Agreement. Accordingly, other investors, holders and stockholders may not rely on such representations and warranties. Furthermore, such representations and warranties are made only as of the date of the Purchase Agreement. Information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, and any such changes may not be fully reflected in the Company's reports or other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the transactions described in Item 1.01, the Company agreed to issue the shares of common stock and Warrants described therein.
The above-described sales or issuances were made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder on the basis that the sales or issuances did not involve a public offering and the recipients made certain representations to the Company, including without limitation, that the recipients of the securities were "accredited investors" as defined in Rule 501 under the Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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