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

July 2, 2014



Item 3.02. Unregistered Sales of Equity Securities.

On June 27, 2014, we entered into a Securities Purchase Agreement with Adar Bays, LLC, pursuant to which we sold to Adar two (2) 8% convertible notes, each in the principal amount of $35,000 (the "Notes"). The first of the two notes (the "First Note") was paid for by Adar at the Closing, while the second of the two notes (the "Second Note") was paid for the issuance of an offsetting $35,000 note issued by us to the Buyer (the "Buyer Note"), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note. Each of the Notes have a maturity date of June 30, 2015 and is convertible after 180 days into our common stock at 58% of the lowest trading price of our common stock for the ten (10) prior trading days, with a floor of $0.0001 per share. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The First Note can be prepaid by us at a premium as follows: (a) between 0 and 90 days after issuance - 130% of the principal amount; (b) between 91 and 150 days after issuance - 140% of the principal amount; and (c) between 151 and 180 days after issuance - 150% of the principal amount. The Second Note cannot be prepaid; however, if the First Note is prepaid, the Second Note shall be automatically cancelled, as will the Buyer Note. The Buyer Note has a maturity of February 28, 2015 and bears interest at the rate of 8% per annum. The purchase and sale of the Notes closed on June 30, 2014, the date that the purchase price was delivered to us.

The issuance of the Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Securities Purchase Agreement dated June 27, 2014 10.2 8% Convertible Redeemable Note dated June 30, 2014 10.3 8% Convertible Redeemable Note (Back End I) dated June 30, 2014 10.4 Adar Bays, LLC Collateralized Secured Promissory Note (Back End Note) dated June 30, 2014 2



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Source: Edgar Glimpses


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