Report of a Foreign Private Issuer — Form 6-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 6-K Pure Cap Financing 6-L HTML 25K
2: EX-10.1 Pure Cap Stock Purchase Agreement HTML 72K
3: EX-10.2 Pure Cap Warrant HTML 97K
4: EX-10.3 Pure Cap Bda HTML 23K
5: EX-10.4 Pure Cap Note HTML 48K
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
[
X ]
Form 20-F [ ]
Form
40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): [ ]
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
[ ]
No [ X
]
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _________
PURE
CAPITAL INCORPORATED
On
December 20, 2006, Pure Capital Incorporated, a Canadian Federal corporation
(the “Company”), closed a series of financing transactions pursuant to various
Stock Purchase Agreements (“Stock Purchase Agreements”). Pursuant to the terms
of the Stock Purchase Agreements, each purchaser (the “Purchasers”) in
consideration for the capital contribution (“Contribution”) may immediately
convert the full amount of the Contribution to shares of the Company’s no par
value common stock at a conversion rate of $0.10 per share. The
Company shall issue shares converted under the Stock Purchase Agreement pursuant
to exemptions from registration provided by Section 4(2) of the Securities
Act
of 1933 (the “Act”), as amended and Regulation D promulgated under the Act. The
shares issued to the Purchasers shall not be registered, at the time of
issuance, and may not be offered or sold absent registration, or an applicable
exemption from registration, under the Act.
A
summary
of each financing transaction is set forth below:
On
November 29, 2006, the Company entered into a Stock Purchase Warrant (the
“Warrant”) with Mr. Alan Brown, the Company’s President, CEO, & Director.
The Warrant allows Mr. Brown to purchase 8,000,000 shares of the Company’s
common stock at a strike price of $0.10 per share and is immediately
exercisable. Additionally, the Warrant grants “piggyback” registration rights
with respect to the shares of the Company’s common stock issuable upon exercise
of the Warrant. Mr. Brown is an “accredited investor” and the Company relied on
exemptions from registration provided by Section 4(2) of the Securities Act
of
1933, as amended and Regulation D promulgated under such Act in issuing the
Warrant.
The
exercise price of the Warrant is subject to adjustment based upon the
occurrences of certain events described therein such as the declaration by
the
Company of a stock dividend, a subdivision or combination of its outstanding
shares of common stock, a reclassification of the outstanding securities of
the
Company (including due to reorganization of the Company itself) or the issuance
of common equity securities at a price less than the applicable conversion
or
exercise price.
Effective
November 1, 2006, the Company entered into a Business Development Agreement
(“BDA”) with Performance Capital Corporation, a Delaware corporation (“PCC”),
under the terms of which PCC shall receive $40,000 upon the successful closing
of a transaction identified by PCC and presented to the Company.
Additionally,
in January 2007, Company issued a Convertible Promissory Note (the “Note”) to
PCC. Under the terms of the Note, PCC will make available to the Company
$100,000, on a drawdown basis, to be used for general corporate and operational
purposes.
The
foregoing summary is qualified in its entirety by any and all Agreements and
all
Appendices thereto referenced herein, and should be read in conjunction with
the
copies of such documents filed or incorporated by reference in this report
as
exhibits.
Exhibit
No.
Description
10.1
Stock
Purchase Agreement
10.2
Stock
Purchase Warrant
10.3
Business
Development Agreement
10.4
Convertible
Promissory Note
SIGNATURES
Pursuant
to the requirements 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.
