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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): March 17, 2005
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CONECTISYS CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 33-3560D 84-1017107
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
24730 Avenue Tibbitts, Suite 130, Valencia, California 91355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (661) 295-6763
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Not Applicable
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(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 (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 1.01. Entry Into a Material Definitive Agreement.
On March 17, 2005, ConectiSys Corporation (the "Company") and AJW Partners,
LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital
Partners II, LLC, (the "Investors") executed a Securities Purchase Agreement
that provides for the issuance by the Company of Callable Secured Convertible
Notes in the aggregate principal amount of $1,400,000 and the issuance of Stock
Purchase Warrants to purchase up to an aggregate of 2,800,000 shares of common
stock of the Company ("Common Stock") in exchange for aggregate consideration
of up to $1,400,000 in cash.
The Securities Purchase Agreement contemplates twelve equal monthly
investments in the amount of $105,000 each for aggregate net proceeds to the
Company of $1,260,000, and with the $140,000 balance of the aggregate principal
amount of up to $1,400,000 to be predominantly used for pre-payments of the
first year of interest accrued on the Callable Secured Convertible Notes and
reimbursements of the Investors' legal fees in connection with the transactions
contemplated by the Securities Purchase Agreement. The subsequent monthly
investments contemplated by the Securities Purchase Agreement are terminable
upon 30 days advance notice by either the Company or a majority-in-interest of
the Investors.
The Callable Secured Convertible Notes are due March 17, 2007, accrue
interest at the per annum rate of 8% and are convertible into shares of Common
Stock at the lesser of $.005 per share and 40% of the average of the lowest
three intraday trading prices of a share of Common Stock during the 20 trading
days immediately preceding conversion. The Stock Purchase Warrants are
exercisable into shares of Common Stock at a fixed exercise price of $.0039 per
share.
In connection with the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement with the Investors. The
Registration Rights Agreement provides that the Investors may, subject to
certain customary limitations, demand that the Company, and that the Company
shall thereafter be obligated to, register for resale with the Securities and
Exchange Commission an amount of shares of Common Stock equal to 200% of the
number of shares of Common Stock underlying the Callable Secured Convertible
Notes and the Stock Purchase Warrants. In addition, the Registration Rights
Agreement provides that in the event that the Company undertakes to file with
the Securities and Exchange Commission a Registration Statement covering shares
of Common Stock to be sold by the Company or by one or more holders other than
the Investors, the Company shall provide the Investors with notice and the
opportunity to, subject to certain customary limitations, cause the Company to
include in such Registration Statement an amount of shares of Common Stock
equal to 200% of the number of shares of Common Stock underlying the Callable
Secured Convertible Notes and the Stock Purchase Warrants.
The obligations of the Company under the Securities Purchase Agreement, the
Callable Secured Convertible Notes, the Stock Purchase Warrants and the
Registration Rights Agreement are secured by substantially all of the assets of
the Company pursuant to a Security Agreement and an Intellectual Property
Security Agreement.
The Company has previously entered into various Securities Purchase
Agreements and related instruments and agreements with the Investors concerning
financing transactions on terms substantially similar to those described above.
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As of March 17, 2005, and not including amounts received by the Company in
connection with the transaction described above, the Investors have
collectively lent to the Company funds in the aggregate amount of $3,250,000
and have received Stock Purchase Warrants to purchase an aggregate of
13,250,000 shares of Common Stock.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Number Description
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10.1 Securities Purchase Agreement dated as of March 17, 2005 by and
between the Registrant and the purchasers named therein
10.2 Form of Callable Secured Convertible Note due March 17, 2007
10.3 Form of Stock Purchase Warrant dated as of March 17, 2005
10.4 Registration Rights Agreement dated as of March 17, 2005 by and
between the Registrant and the investors named therein
10.5 Security Agreement dated as of March 17, 2005 between the
Registrant and the secured parties named therein
10.6 Intellectual Property Security Agreement dated as of March 17,
2005 between the Registrant and the secured parties named
therein
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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.
Date: March 18, 2005 CONECTISYS CORPORATION
By: /S/ ROBERT A. SPIGNO
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Robert A. Spigno, Chief
Executive Officer
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EXHIBITS FILED WITH THIS REPORT
Number Description
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10.1 Securities Purchase Agreement dated as of March 17, 2005 by and
between the Registrant and the purchasers named therein
10.2 Form of Callable Secured Convertible Note due March 17, 2007
10.3 Form of Stock Purchase Warrant dated as of March 17, 2005
10.4 Registration Rights Agreement dated as of March 17, 2005 by and
between the Registrant and the investors named therein
10.5 Security Agreement dated as of March 17, 2005 between the
Registrant and the secured parties named therein
10.6 Intellectual Property Security Agreement dated as of March 17,
2005 between the Registrant and the secured parties named
therein