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STATIONDIGITAL CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities

July 1, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2014, the Registrant issued a Convertible Senior Secured Note (the "Note") in the principal amount of Five Hundred Thousand Dollars ($500,000). The Note accrues interest at the rate of twelve percent (12%), is due on March 31, 2015 (the "Maturity Date") and is convertible at the Holder's option into like securities of the Registrant's next offering (the "Subsequent Offering") at the greater of a thirty percent (30%) discount to such offering price or $0.50 per share. The Note is secured by a security interest in all of the Registrant's assets. In connection with the issuance of the Note, the Registrant also issued warrants (the "Warrants") to the Holder to purchase Five Hundred Thousand (500,000) shares of the Registrant's common stock, par value $0.001 per share (the "Common Stock") at an exercise price equal to the greater of seventy percent (70%) of the price of the Common Stock in the Subsequent Offering or $0.50 per share, which Warrant shall expire five years after the date of issuance.

The Offering was conducted directly by the Registrant without the use of a placement agent. Accordingly, no placement agent fees or other commissions were paid by the Registrant in connection with the Offering.

Item 2.03 Creation of a Direct Financial Obligation o

The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Company's reasonable belief that the Investor had access to information concerning the Company's operations and financial condition, the Investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investor are sophisticated within the meaning of Section 4(2) of the Securities Act and are "accredited investors" (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Company's made no solicitation in connection with the sale other than communications with the Investor; the Company obtained representations from the Investor regarding their investment intent, experience and sophistication; and the Investor either received or had access to adequate information about the Company in order to make an informed investment decision.

Item 9.01 Financial Statements And Exhibits Number Description 10.1 Form of Securities Purchase Agreement 10.2 Form of Secured Convertible Note 10.3 Form of Warrant 10.4 Form of Security Agreement


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Source: Edgar Glimpses


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