FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (date of earliest event reported): September 17, 2008
SANSWIRE
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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0-23532
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88-0292161
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(State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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101 NE
3rd Ave., Fort Lauderdale, FL
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33301
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's
telephone number, including area code: 954-332-3759
Former
Name or Former Address, if Changed Since Last Report)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d- 2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e- 4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
September 17, 2008, Sanswire Corp. (the “Company”) entered into a subscription
agreement (the “Global Telesat Subscription Agreement”) with Global Telesat
Corp. (“Global Telesat”). Pursuant to the Global Telesat Subscription Agreement,
the Company issued and sold to Global Telesat, for a purchase price of $50,000,
476,190 shares of the Company’s common stock (the “Global Telesat Common
Shares”) at $.105 per share, two-year warrants to purchase 238,095 shares of the
Company’s common stock at an exercise price of $0.21 (the “Global Telesat $0.21
Warrants”), and two-year warrants to purchase 238,095 shares of the Company’s
common stock at an exercise price of $0.315 (the “Global Telesat $0.315
Warrants”, and collectively with the Global Telesat $0.21 Warrants, the “Global
Telesat Warrants”). The exercise price of the Global Telesat Warrants is subject
to adjustment in the event of stock splits, stock dividends, and similar
transactions, or if the Company issues equity securities at a price lower than
the exercise price.
Pursuant
to the Global Telesat Subscription Agreement, Global Telesat may, in its sole
discretion, make up to two additional purchases, for $225,000 each, of 2,142,857
shares of common stock at $.105 per share, 1,071,429 two-year warrants with
an
exercise strike of $0.21 per share, and 1,071,429 two-year warrants with an
exercise price of $0.315, on or before December 15, 2008 (which date may be
extended by mutual written consent).
Pursuant
to the Global Telesat Subscription Agreement, the Company agreed to promptly
complete its audited financial statements for the year ended December 31, 2007,
and file its Form 10-K for the year ended December 31, 2007 and Forms 10-Q
for
the quarterly periods through June 30, 2008 (the “Pre-Registration Conditions”).
In addition, the Company agreed to file a registration statement with the
Securities and Exchange Commission (“SEC”) as soon as possible after the
Pre-Registration Conditions have been satisfied.
Pursuant
to the Global Telesat Subscription Agreement, the Company agreed to provide
a
study of Global Telesat’s “Applique” communications equipment on the Company’s
airship platform on or before October 15, 2008. The study has been
provided.
On
October 10, 2008, the Company entered into a subscription agreement (the “TAO
Subscription Agreement”, and collectively with the Global Telesat Subscription
Agreement, the “Subscription Agreements”) with TAO MnD AG, a Swiss corporation
(“TAO”). Pursuant to the TAO Subscription Agreement, the Company issued and sold
to TAO, for a purchase price of €100,000 (approximately $143,838), 1,369,895
shares of the Company’s common stock (the “TAO Common Shares”) at $.105 per
share, two-year warrants to purchase 684,947 shares of the Company’s common
stock at an exercise price of $0.21 (the “TAO $0.21 Warrants”), and two-year
warrants to purchase 684,948 shares of the Company’s common stock at an exercise
price of $0.315 (the “TAO $0.315 Warrants”, and collectively with the TAO $0.21
Warrants, the “TAO Warrants”) (the TAO Warrants and the Global Telesat Warrants
are referred to collectively as the “Warrants”). The exercise price of the TAO
Warrants is subject to adjustment in the event of stock splits, stock dividends,
and similar transactions, or if the Company issues equity securities at a price
lower than the exercise price. Pursuant to the TAO Subscription Agreement,
the
purchase price from the issuance will be applied towards the continued funding
of Sanswire-TAO, the Company’s joint venture with TAO Technologies GmbH,
pursuant to the Company’s June 3, 2008 agreement.
Pursuant
to the TAO Subscription Agreement, the Company agreed to file a registration
statement registering the TAO Common Shares and the shares of common stock
underlying the TAO Warrants with the SEC as soon as possible once the Company
is
current with its financial statements.
In
connection with the issuance of the shares of common stock and warrants pursuant
to the Subscription Agreements, the Company relied upon the exemption from
securities registration afforded by Regulation D as promulgated by the SEC
under
the Securities Act of 1933, as amended (the “Securities Act”) and/or Section
4(2) of the Securities Act. No advertising or general solicitation was employed
in offering the securities. The offerings and sales were made to a limited
number of persons, all of whom were accredited investors, and transfer of the
securities was restricted in accordance with the requirements of the Securities
Act.
The
foregoing summaries of the Subscription Agreements and the Warrants are
qualified by reference to the Subscription Agreements and the Warrants, copies
of which are filed herewith as exhibits.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
See
Item
1.01.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number
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Description
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4.1
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Subscription
Agreement between the Company and Global Telesat
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4.2
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Subscription
Agreement between the Company and TAO
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4.3
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Class
A Warrant
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4.4
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Class
B Warrant
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SIGNATURE
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Sanswire
Corp.
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Dated:
October 16, 2008
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By:
/s/ Jonathan Leinwand
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Jonathan
Leinwand
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Chief
Executive Officer
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EXHIBIT
INDEX
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Number
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Description
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4.1
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Subscription
Agreement between the Company and Global Telesat
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4.2
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Subscription
Agreement between the Company and TAO
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4.3
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Class
A Warrant
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4.4
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Class
B Warrant
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