CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): April 15, 2009
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 3 rd
Ave., Fort Lauderdale, FL 33301
(Address
of Principal Executive Offices) (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)
Copies to :
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110
Wall Street, 11 th
Floor
New
York, New York 10005
Facsimile:
516-977-1209
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
Amendment to September 2008
Financing Documents
On April
17, 2009, Sanswire Corp. (the “Company”) entered into an amendment (the “GTC
Amendment”) to the Subscription Agreement, dated September 17, 2008 (the
“Subscription Agreement”), by and between the Company and Global Telesat Corp.,
a Virginia corporation (“GTC”) pursuant to which the Company agreed (i) to
extend the expiration date of both the Series A Warrant and Series B Warrant
issued in the name of GTC from October 15, 2010 to December 31, 2010 and (ii)
extend the final date that GTC may make up to two additional purchases of the
Company’s securities, from October 15, 2008 and December 15, 2008, respectively,
until December 31, 2010 and December 31, 2010, respectively.
Loan Termination Agreement
for December 2008 Financing Documents
On April
17, 2009, the Company, GTC and Jonathan D. Leinwand, the Company’s Chief
Executive Officer (“Leinwand”) entered into that certain loan termination
agreement (the “Termination Agreement”) pursuant to which the Company
acknowledged that it defaulted under the terms of that certain secured
convertible promissory note, dated December 18, 2008, in the aggregate principal
amount of $50,000 (the “Dec 2008 GTC Note”). In connection with the
issuance of the Dec 2008 GTC Note, the Company, GTC and Leinwand entered into
that certain pledge agreement, dated December 18, 2008 (the “Dec 2008 GTC Pledge
Agreement”) pursuant to which the Dec 2008 GTC Note is secured by 1,000,000
shares of common stock of the Company held by Leinwand (the “Dec 2008 Pledged
Shares”). Pursuant to the Termination Agreement, the Company and
Leinwand acknowledged that as a consequence of the Company’s default under the
Dec 2008 GTC Note, GTC foreclosed its lien and security interest in the Pledged
Shares. As a result, GTC acknowledged that by virtue of its ownership
in the Pledged Shares, the Dec 2008 GTC Note was deemed satisfied in
full.
April 2009 Credit
Facility
On April
15, 2009, Sanswire-Tao Corp., a Florida corporation (“STC”), which is
a joint venture 50% owned by the Company and 50% owned by TAO Technologies GmbH,
and GTC entered into that certain credit facility agreement (the “Credit
Facility Agreement”) pursuant to which GTC agreed to lend STC, from time to
time, up to an aggregate principal amount of €800,000 (the “Maximum Amount”)
until the earlier of (i) December 31, 2009 or (ii) until GTC loans STC the
Maximum Amount. Any loan made under the Credit Facility Agreement
shall mature and become due and payable, in full, together with all accrued but
unpaid interest thereon, on the later of (i) December 31, 2011 or (ii) the date
the Company receives the proceeds from its customer from the sale of its first
34 meter unmanned autonomously controlled mid-altitude airship (the
“STS-111”). As consideration for entering into the Credit Facility
Agreement, STC agreed to pay GTC an amount equal to fifty percent (50%) of the
STS-111 Net Sale Proceeds, when, as and if the Company receives such
proceeds. For purposes of the Credit Facility Agreement, the term
“STS-111 Net Sale Proceeds” shall mean the actual proceeds received by STC for
the sale of the first STS-111 minus the actual cost of
construction.
On April
15, 2009, STC, GTC and International Legal Consultants, a Dubai corporation
(“ILC”), entered into that certain assignment and assumption agreement (the
“Credit Facility Assignment Agreement”) pursuant to which GTC assigned all of
its rights, title and interest in and to the Credit Facility Agreement to
ILC.
April 2009 GTC Services
Agreement
On April
15, 2009, the Company and Global Telesat Services Corp., a British Virgin
Islands corporation, entered into that certain services agreement (the “2009 GTC
Services Agreement”) pursuant to which the Company engaged GTC to provide
various, design, marketing and other services and assistance to the Company in
connection with the development the STS-111. The initial term of the
2009 GTC Services Agreement shall be until the earlier of (i) the completion of
the all of the services to be provided by GTC in accordance with the 2009 GTC
Services Agreement or (ii) December 31, 2010. In consideration for
the services to be provided by GTC in accordance with the 2009 GTC Services
Agreement, the Company shall issue to GTC an aggregate amount of 12,500,000
shares of the Company’s common stock to be issued in accordance with the
following schedule: (i) 7,500,000 shares of common stock to be issued upon
execution of the 2009 GTC Services Agreement and (ii) 833,335 shares of the
Company’s common stock to be issued on May 1, 2009 and (ii) 833,333 shares of
the Company’s common stock to be issued on the first day of each month beginning
on June 1, 2009 and continuing until October 1, 2009.
April 2009 Subscription
Agreements
On April
17, 2009, the Company and GTC entered into that certain subscription agreement
(the “April 2009 GTC Agreement”) pursuant to which GTC purchased
3,809,524 shares of the Company’s common stock for an aggregate purchase price
of $400,000.
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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10.1
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Credit
Facility Agreement, dated April 15, 2009, by and between Sanswire Corp.
and Global Telesat Corp.
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10.2
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Assignment
and Assumption Agreement, dated April 15, 2009, by and between Sanswire
Corp., Global Telesat Corp. and International Legal
Consultants
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10.3
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Services
Agreement, dated April 15, 2009, by and between Sanswire Corp. and Global
Telesat Corp.
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10.4
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Amendment
to the Subscription Agreement, dated September 17, 2008, by and between
Sanswire Corp. and Global Telesat Corp., dated April 17,
2009
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10.5
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Loan
Termination Agreement, dated April 17, 2009, by and among Sanswire Corp.,
Jonathan D. Leinwand and Global Telesat Corp.
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10.6
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Subscription
Agreement, dated April 17, 2009, by and between Sanswire Corp. and Global
Telesat Corp.
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10.7
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Subscription
Agreement, dated April 18, 2009
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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:
April 21, 2009
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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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