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MOBETIZE, CORP. FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Financial Statements and Exhibits

July 17, 2014



ITEM 3.02 Unregistered Sales of Equity Securities

On June 25, 2014 our company closed a private placement under which it sold 1,122,831 investment units for gross proceeds of approximately $842,123. Each investment unit consisted of one common share of our company's stock and one half-warrant. Each whole warrant is exercisable at $1.00 per share and are valid for two years from issue. Additionally, the warrants are subject to anti-dilution provisions for the first six months from issuance and are exercisable for an additional 24 months in the case that our underlying common shares to the warrants are not registered on a registration statement on a Form S-1 within the next 24 months from closing.

$58,500 financing fees are payable in cash associated with this private placement and 133,000 financing warrants will be issued on the same terms as those in the investment units.

On June 25, 2014, we issued an aggregate of 1,092,831 shares of the private placements to 12 persons pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an "accredited investor" as such term is defined in Rule 501(a) of Regulation D.

On June 25, 2014, we issued an aggregate of 30,000 shares to 2 non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

10.1 Form of Subscription Agreement between our company and the Subscribers (incorporated by reference to our Annual Report on Form 10-K filed on June 30, 2014).



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Source: Edgar Glimpses


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