UNITED STATES
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 13, 2006
Airtrax, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-25791 22-3506376
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
200 Freeway Drive Unit One, Blackwood, NJ 08012
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (856) 232-3000
Copies to:
Richard A. Friedman
Eric A. Pinero, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 February 13, 2006, we completed a private placement of our 8% Series D
Unsecured Convertible Debentures (the "Debentures") and Stock Purchase Warrants
(the "Warrants") to certain accredited investors pursuant to that certain
Subscription Agreement (the "Subscription Agreement") dated as of February 13,
2006 under which we sold an aggregate of $391,200 principal amount Debentures
convertible into shares of our common stock, no par value (the "Common Stock"),
and warrants to purchase 250,769 shares of our Common Stock to certain
accredited investors who are parties to the Subscription Agreement (the
"Investors") for an aggregate purchase price of $391,200.
The Debentures mature on February 13, 2007. Provided there then exists no event
of default by us under the Debentures, the principal of and any accrued but
unpaid interest due under the Debentures on the maturity date shall
automatically be converted into shares of Common Stock on the maturity date at
the then applicable conversion price. The Debentures pay simple interest
quarterly accruing at the annual rate of 8%, either in the form cash or shares
of our Common Stock, at our election, which shall be valued and computed based
upon the conversion price of the Debentures. The Debentures are convertible into
shares of our Common Stock at a conversion price equal to $1.56. We may in our
discretion require, after 90 days from the closing date, that the Investors
convert all or a portion of the Debentures at a price equal to$1.56 per share.
In addition, we issued 250,769 Warrants to the Investors, representing an amount
of Warrants equal to 100% of the quotient of (i) the principal amount of the
Debentures issued at the closing date divided by (ii) the conversion price of
the Debentures. The Warrants are exercisable at a price equal to $2.50, from the
date of issuance until 5 years after the closing date.
The Investors are be entitled to "piggy-back" registration rights of the shares
of common stock issuable upon conversion of the Debentures and exercise of the
Warrants pursuant to the Subscription Agreement on registration statements
(other than on Form S-8, S-4 or similar Forms) filed by us.
We claim an exemption from the registration requirements of the Act for the
private placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the Investors were accredited investors
and/or qualified institutional buyers, the Investors had access to information
about us and their investment, the Investors took the securities for investment
and not resale, and we took appropriate measures to restrict the transfer of the
securities.
Item 2.03 Creation of a Direct Financial Obligation.
See Item 1.01 above.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Form of Subscription Agreement of Airtrax, Inc. dated as of February 13,
2006.
10.2 Form of 8% Series D Unsecured Convertible Debenture of Airtrax, Inc.
10.3 Form of Stock Purchase Warrant of Airtrax, Inc.
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.
Airtrax, Inc.
Date: February 27, 2006 /s/ Peter Amico
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Peter Amico
Chief Executive Officer