xfone8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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 5, 2007 (November
4, 2007)
XFONE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
Commission
File No. 001-32521
11-3618510
(I.R.S.
Employer Identification Number)
2506
Lakeland Drive, Suite 100
Flowood,
MS 39232
(Address
of principal executive offices) (Zip Code)
601-983-3800
(Registrant’s
telephone number, including area code)
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:
[
]
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
November 4, 2007, Xfone, Inc. (the “Registrant”), entered into Subscription
Agreements with: (i) XFN - RLSI Investments, LLC, an entity affiliated with
Richard L. Scott Investments, LLC, a U.S. institutional investor, which agreed
to purchase 250,000 shares of the Registrant’s common stock, par value $0.001
per share (the “Common Stock”) at a price of $3.00 per share, for a total
subscription amount of $750,000 (the “U.S. Offering”); and (ii) certain Israeli
institutional investors, which agreed to purchase an aggregate of 700,000 shares
of the Registrant’s Common Stock, at a price of $3.00 per share, for a total
subscription amount of $2,100,000 (the “Israeli Offering”).
The
U.S.
Offering and Israeli Offering were made by the Registrant pursuant to the
Registrant’s Registration Statement on Form SB-2 (File No. 333-143618) which was
declared effective by the U.S. Securities and Exchange Commission on August
6,
2007.
The
U.S.
Offering was made by the Registrant acting without a placement
agent.
The
Israeli Offering was made by the Registrant with the services of First
International & Co. - Underwriting & Investments Ltd., one of the
Israeli investors, acting as placement agent, for which it is entitled to a
placement fee equal to 5% (plus VAT, if applicable) of the gross proceeds of
the
Israeli Offering. In addition, the Registrant will pay its
consultant, Dionysos Investments (1999) Ltd. (“Dionysos”) a success fee equal to
0.5% of the gross proceeds of the Israeli Offering, pursuant to that certain
First Amendment to Financial Services and Business Development Consulting
Agreement by and among the Registrant and Dionysos dated February 8, 2007 (the
“Dionysos Consulting Agreement”). The Dionysos Consulting Agreement was more
fully described in the Registrant’s Current Report on Form 8-K filed February 8,
2007.
The
aggregate subscription amount to be received by the Registrant for the sale
of
the aggregate 950,000 shares in connection with the U.S. Offering and the
Israeli Offering is $2,850,000, which will be held in escrow for the benefit
of
the Registrant pending the receipt by the Registrant of approvals from the
American Stock Exchange and the Tel Aviv Stock Exchange for the listing of
the
950,000 shares. The offering and release of escrow was also conditioned upon
receipt by the Registrant of confirmation from its transfer agent that the
shares are available for issuance via the DWAC system. The Registrant
received such confirmation on October 31, 2007.
The
form
of Subscription Agreement entered into between the Registrant and the U.S.
and
Israeli investors is attached hereto as Exhibit 10.110 and is incorporated
herein by reference
The
foregoing summary of the transaction and the Subscription Agreement is qualified
in its entirety by reference to the definitive transaction document, a copy
of
which is attached as an exhibit to this Current Report on Form
8-K.
Item
9.01 Financial
Statements and Exhibits
SIGNATURES
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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Date: November
5, 2007
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Xfone,
Inc.
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By:
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/s/
Guy Nissenson
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| |
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Guy
Nissenson
President,
Chief Executive Officer and
Director
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.110
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Form
of Subscription Agreement entered into as of November 4,
2007.
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