Steven I. Weinberger, Esq.
|
Steven I. Weinberger, P.A.
|
1200 N. Federal Highway, Suite 200
|
Boca Raton, Florida 33432
|
Telephone: (561) 210-8516
|
Facsimile: (888) 825-6417
|
Title of each class of securities to be registered
|
Amount to be Registered (1)
|
Proposed maximum offering price
per unit (2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount of registration fee
|
||||||||||||
Common stock, par value $.01 per share (3)
|
1,213,040 | $ | 7.00 | $ | 8,491,280 | $ | 1,093.68 | |||||||||
Common stock, par value $.01 per share (4)
|
4,049,100 | $ | 5.00 | $ | 20,245,500 | $ | 2,607.62 | |||||||||
Common stock, par value $.01 per share (5)
|
1,478,434 | $ | 6.25 | $ | 9,240,213 | $ | 1,190.14 | |||||||||
Common stock, par value $.01 per share (6)
|
728,333 | $ | 5.00 | $ | 3,641,665 | $ | 469.05 | |||||||||
Common stock, par value $.01 per share (7)
|
945,997 | $ | 8.50 | $ | 8,040,975 | $ | 1,035.68 | |||||||||
Total amount of Registration Fee
|
8,414,904 | $ | 49,659,632 | $ | 6,396.16 |
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, there are also being registered such additional number of shares as may be issuable as a result of stock splits, dividends, reclassifications and similar adjustment provisions applicable to the securities being registered.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee.
|
(3)
|
Consists of shares of outstanding common stock.
|
(4)
|
Consists of common stock issuable upon conversion of preferred stock issued in connection with the registrant’s 2013 private placement of Series B-2 preferred stock and warrants to purchase common stock.
|
(5)
|
Consists of common stock issuable upon exercise of warrants to purchase common stock issued in connection with the registrant’s 2013 private placement of Series B-2 preferred stock and warrants to purchase common stock.
|
(6)
|
Consists of common stock issuable upon exercise of warrants exercisable at $0.50 per share issued in connection with the registrant’s issuance of senior debt. The registrant has agreed to reimburse the warrant holders for the aggregate amount of the exercise price upon exercise of these warrants.
|
(7)
|
Consists of common stock issuable upon exercise of various warrants, exercisable at prices not exceeding $8.50 per share.
|
●
|
1,213,040 shares of issued and outstanding common stock;
|
●
|
4,049,100 shares of common stock issuable upon conversion of outstanding Series B-2 Preferred Stock; and
|
●
|
3,152,764 shares of common stock issuable upon exercise of outstanding common stock purchase warrants.
|
|
Our Company
|
Fusion Telecommunications International, Inc. (“Fusion,” “we,” “us” or “the Company”) offers a comprehensive suite of cloud communications, cloud connectivity, and managed cloud-based applications solutions to small, medium and large businesses, and domestic and international voice services to communications carriers worldwide. Our advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, increasing customer collaboration and productivity by seamlessly connecting employees, partners, customers and vendors. We currently operate in two business segments; Business Services and Carrier Services.
|
Through our Business Services business segment, we offer business products and services that are device and location agnostic and include cloud-based voice, cloud connectivity and a complement of additional cloud solutions such as storage, security and disaster recovery. Our advanced business services are flexible, scalable and rapidly deployed, lowering customers’ costs of ownership and increasing productivity.
|
Through our Carrier Services business segment, we offer domestic and international voice termination services to telecommunications carriers throughout the world, with a particular focus on providing services to and from emerging markets in Asia, the Middle East, Africa, Latin America, and the Caribbean. These services primarily utilize VoIP termination. We currently interconnect with over 270 carrier customers and vendors, who include U.S.-based carriers sending voice traffic to international destinations and foreign carriers sending voice traffic to the U.S. and internationally.
|
|
Recent Events
|
On May 13, 2014, amendments to the Company’s Certificate of Incorporation became effective to (a) implement a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, and (b) decrease the total number of authorized shares of common stock to 18 million. On the effective date of the Reverse Stock Split, each 50 shares of the Company’s issued and outstanding common stock was automatically, and without any action on the part of the respective holders, combined and converted into 1 issued and outstanding share of common stock. The Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of the Company’s common stock from 307,662,828 to 6,147,663. No fractional shares were issued as a result of the Reverse Stock Split and all fractional shares to which a stockholder was otherwise entitled were rounded up to the nearest whole share. All common share amounts presented herein give effect to the Reverse Stock Split.
|
|
On June 2, 2014, the Company received notice that its application for the listing of its common stock on The Nasdaq Capital Market (“NASDAQ”) was approved, and on June 9, 2014, the Company’s common stock commenced trading on NASDAQ under the symbol “FSNN.”
|
On December 31, 2013, we completed the acquisition of substantially all of the cloud services assets used by BroadvoxGO!, LLC and its affiliate Cypress Communications, LLC (the “Broadvox Transaction”) in the operation of their cloud services business (the “Acquired Business”, or the “Broadvox Assets”).
|
For the year ended December 31, 2013, the Acquired Business, which provides cloud-based voice, unified communications and cloud connectivity services, generated unaudited revenue of approximately $32.7 million, over 90% of which is monthly recurring. The Acquired Business is being integrated into Fusion’s NBS Business Services division.
|
|
Number Oustanding Prior
to Offering:
|
At May 31, 2014, 6,147,663 shares of our common stock are outstanding, without giving effect to the issuance of (a) 4,385,075 shares in the event of exercise of outstanding common stock purchase warrants exercisable at prices ranging from $0.50 to $83.50 per share, (b) 379,543 shares in the event of exercise of outstanding options at a weighted average price of $15.57 per share and (c) 4,724,695 shares issuable upon conversion of outstanding preferred stock.
|
|
Number Oustanding Subsequent
to Offering:
|
Assuming the conversion of all of the preferred stock and the exercise of all of the warrants whose resale is covered by this prospectus, and the issuance of no additional shares, immediately following this offering there will be 13,349,527 shares of our common stock outstanding, without giving effect to the issuance of (a) 1,232,311 shares in the event of exercise of outstanding common stock purchase warrants exercisable at prices ranging from $4.25 to $83.50 per share, (b) 379,543 shares in the event of exercise of outstanding options at a weighted average price of $15.57 per share and (c) 675,595 shares issuable upon conversion of outstanding preferred stock.
|
|
Trading Symbol (NASDAQ):
|
FSNN
|
●
|
Diversion of management time and attention from daily operations;
|
●
|
Difficulties integrating the acquired business, technologies and personnel into our business;
|
●
|
Potential loss of key employees, key contractual relationships or key customers of the acquired business; and
|
●
|
Exposure to unforeseen liabilities of the acquired business
|
●
|
Ability to obtain securities analyst coverage
|
●
|
Changes in securities analysts’ recommendations or estimates of our financial performance
|
●
|
Changes in the market valuations of companies similar to us
|
●
|
Announcements by us or our competitors of significant contracts, new offerings, acquisitions, commercial relationships, joint ventures or capital commitments
|
●
|
Failure to meet analysts’ expectations regarding financial performance
|
●
|
Dividend and liquidation preferences
|
●
|
Voting rights
|
●
|
Conversion privileges
|
●
|
Redemption terms
|
●
|
Other privileges and rights of the shares of each authorized series
|
Fiscal Year Ended December 31,
|
Three Months Ended March 31,
|
|||||||||||||||||||||||||||
2013
|
2012
|
2011
|
2010
|
2009
|
2014
|
2013
|
||||||||||||||||||||||
STATEMENTS OF OPERATIONS DATA
|
||||||||||||||||||||||||||||
Revenues
|
$ | 61,496,620 | $ | 44,287,509 | $ | 42,350,640 | $ | 41,763,002 | $ | 40,938,615 | $ | 22,904,829 | $ | 16,168,421 | ||||||||||||||
Gross profit
|
18,779,444 | 6,625,138 | 4,282,752 | 3,932,881 | 3,384,888 | 10,675,797 | 4,416,825 | |||||||||||||||||||||
Operating (loss) income
|
(3,548,855 | ) | (4,812,618 | ) | (4,309,564 | ) | (5,820,465 | ) | (7,478,907 | ) | 288,909 | (700,687 | ) | |||||||||||||||
(Loss) income from continuing operations
|
(5,081,903 | ) | (5,207,243 | ) | (4,464,428 | ) | (5,787,223 | ) | (7,911,419 | ) | 1,441,741 | * | (1,596,280 | ) | ||||||||||||||
Net (loss) income attributable to common stock stockholders
|
$ | (5,484,400 | ) | $ | (5,610,843 | ) | $ | (4,924,880 | ) | $ | (6,383,080 | ) | $ | (10,225,812 | ) | $ | 999,653 | * | $ | (1,695,526 | ) | |||||||
Basic net (loss) income per common share **
|
$ | (1.22 | ) | $ | (1.68 | ) | $ | (1.74 | ) | $ | (2.75 | ) | $ | (7.81 | ) | $ | 0.16 | * | $ | (0.47 | ) | |||||||
Diluted net (loss) income per common share **
|
$ | (1.22 | ) | $ | (1.68 | ) | $ | (1.74 | ) | $ | (2.75 | ) | $ | (7.81 | ) | $ | 0.13 | * | $ | (0.47 | ) | |||||||
Weighted average common shares outstanding - basic **
|
4,500,548 | 3,334,521 | 2,833,775 | 2,316,967 | 1,309,514 | 6,078,546 | 3,573,410 | |||||||||||||||||||||
Weighted average common shares outstanding - diluted **
|
4,500,548 | 3,334,521 | 2,833,775 | 2,316,967 | 1,309,514 | 11,427,988 | 3,573,410 | |||||||||||||||||||||
BALANCE SHEET DATA
|
||||||||||||||||||||||||||||
Working capital
|
$ | 1,791,201 | $ | (8,309,115 | ) | $ | (11,969,402 | ) | $ | (9,749,491 | ) | $ | (9,430,645 | ) | $ | 6,287,084 | $ | (8,283,743 | ) | |||||||||
Total assets
|
68,950,661 | 27,068,427 | 4,556,968 | 4,978,153 | 5,424,351 | 69,697,949 | 27,539,592 | |||||||||||||||||||||
Long-term debt, net of discount and current portion
|
36,788,987 | 14,475,747 | - | - | - | 36,642,732 | 14,396,108 | |||||||||||||||||||||
Stockholders’ equity (deficit)
|
$ | 6,950,330 | $ | (6,111,739 | ) | $ | (10,584,494 | ) | $ | (8,058,486 | ) | $ | (7,282,653 | ) | $ | 11,181,929 | $ | (6,733,528 | ) |
●
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 31, 2014.
|
●
|
Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on April 18, 2014.
|
●
|
Our Currents Reports on Form 8-K and 8-K/A filed with SEC on January 6, January 7, January 29, February 12, April 2, April 10, May 12, May 16, June 5 and June 6, 2014.
|
●
|
Our Definitive Proxy Statement filed with the SEC on February 21, 2014.
|
●
|
Our Quarterly Report on Form 10-Q filed with the SEC on May 14, 2014.
|
Designation
|
Number of Shares Authorized
|
Number of Shares Outstanding
|
Conversion Price
|
|||||||||||
A-1 | 3,875 | 2,375 | $ | 83.50 | ||||||||||
A-2 | 3,375 | 2,625 | $ | 41.50 | ||||||||||
A-4 | 45 | 45 | $ | 39.50 |
Event Requiring Issuance
|
Total Number of Shares Issuable upon Exercise of Warrants
|
Term of Warrant
|
Expiration Date
|
Per Share Exercise Price (subject to adjustment)
|
||||||
Offering of Series B-2 Preferred Stock
|
1,461,632 |
5 Years
|
December 31, 2018 and January 24, 2019
|
$ | 6.25 | |||||
July 2013 Offering of Common Stock and Warrants
|
188,551 |
5 Years
|
Various dates through October 12, 2018
|
$ | 5.45-$8.50 | |||||
March 2013 Offering of Common Stock and Warrants
|
314,055 |
5 Years
|
Various dates through July 18, 2018
|
$ | 4.25-$5.50 | |||||
October 2012 Offering of Series B-1 Preferred Stock
|
440,345 |
5 Years
|
October 22, and October 24, 2017
|
$ | 6.85-$7.60 | |||||
Senior Lenders Warrants
|
728,333 |
10 Years
|
October 29, 2022 and December 31, 2023
|
$ | 0.50 | |||||
Other Warrants
|
1,252,159 |
5-7.5 Years
|
Various dates through June 30, 2017
|
$ | 4.50-$83.50 |
|
●
|
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an interested stockholder);
|
|
●
|
an affiliate of an interested stockholder; or
|
|
●
|
an associate of an interested stockholder;
|
|
●
|
our board of directors approves either the business combination or the transaction that made the stockholder an interested stockholder, prior to the date of that transaction;
|
|
●
|
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding the shares owned by our officers and directors and the shares contained in employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
●
|
on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
●
|
1,213,040 shares are issued and outstanding common stock;
|
●
|
4,049,100 shares are issuable upon conversion of outstanding Series B-2 Preferred Stock (“Conversion Shares”); and
|
●
|
3,152,764 shares are issuable upon exercise of outstanding common stock purchase warrants.
|
Common
Stock
|
Warrant
Shares
|
Preferred Stock Conversion Shares
|
Total
|
|||||||||||||
March 2013 Offering:
|
||||||||||||||||
Securities issued in the offering:
|
628,093 | 314,055 | 942,148 | |||||||||||||
Securities issued to directors of the Company
|
||||||||||||||||
not being registered for resale
|
(16,947 | ) | (8,474 | ) | (25,421 | ) | ||||||||||
Securities being registered
|
611,146 | 305,581 | - | 916,727 | * | |||||||||||
July 2013 Offering:
|
||||||||||||||||
Securities issued in the offering:
|
377,088 | 188,551 | 565,639 | |||||||||||||
Securities issued to directors of the Company
|
||||||||||||||||
not being registered for resale
|
(2,468 | ) | (1,234 | ) | (3,702 | ) | ||||||||||
Warrants issued to selling agents
|
31,113 | 31,113 | ||||||||||||||
Securities being registered
|
374,620 | 218,430 | - | 593,050 | * | |||||||||||
Series B-1 Preferred Offering:
|
440,345 | 440,345 | ||||||||||||||
Securities issued in the offering:
|
||||||||||||||||
Securities issued to directors of the Company
|
||||||||||||||||
not being registered for resale
|
(36,635 | ) | (36,635 | ) | ||||||||||||
Warrants issued to selling agents
|
17,543 | 17,543 | ||||||||||||||
Warrants held by an employee of the Company
|
||||||||||||||||
not reflected in the offering amount
|
733 | 733 | ||||||||||||||
Securities being registered
|
- | 421,986 | - | 421,986 | * | |||||||||||
Series B-2 Preferred Offering:
|
||||||||||||||||
Securities issued in the offering:
|
1,461,632 | 4,567,600 | 6,029,232 | |||||||||||||
Securities issued to directors of the Company
|
||||||||||||||||
not being registered for resale
|
(165,920 | ) | (518,500 | ) | (684,420 | ) | ||||||||||
Warrants issued to selling agents
|
182,722 | 182,722 | ||||||||||||||
Securities being registered
|
- | 1,478,434 | 4,049,100 | 5,527,534 | * | |||||||||||
NBS Acquisition
|
227,274 | 227,274 | ||||||||||||||
Lenders' Warrants
|
- | 728,333 | 728,333 | |||||||||||||
Total securities being registered
|
1,213,040 | 3,152,764 | 4,049,100 | 8,414,904 | ||||||||||||
●
|
the name of each selling security holder;
|
●
|
the amount of common stock owned beneficially by each selling security holder;
|
●
|
the number of shares that may be offered by each selling security holder pursuant to this prospectus;
|
●
|
the number of shares to be owned by each selling security holder following sale of the shares covered by this prospectus; and
|
●
|
the percentage of our common stock to be owned by each selling security holder following sale of the shares covered by this prospectus (based on 13,349,527 shares of common stock of Fusion outstanding as of the date of this prospectus, consisting of (a) the 6,147,663 issued and outstanding shares of Common Stock; (b) the 4,049,100 conversion shares related to the Series B-2 Preferred Stock which are included in the registration statement of which this prospectus forms a part; and (c) 3,152,764 warrant shares which are included in the registration statement of which this prospectus forms a part).
|
Name of Selling Security Holder
|
Number of Shares Owned Beneficially Prior to this Offering
|
Number of Shares Available Pursuant to this Prospectus
|
Number of Shares Owned After Offering
|
Percent of Class After Offering
|
|
A George Igler
|
8,562
|
(1)
|
8,562
|
-
|
*
|
Adam Stern**
|
53,600
|
(70)
|
53,600
|
-
|
*
|
Alan Gelband Company Defined Contribution Pension Plan & Trust
|
4,400
|
(1)
|
4,400
|
-
|
*
|
Alan H Buerger
|
67,337
|
(4)
|
14,655
|
52,682
|
*
|
Alan J Pines
|
6,411
|
(5)
|
1,832
|
4,579
|
*
|
Alan S Pareira Living Trust
|
5,537
|
(73)
|
5,537
|
-
|
*
|
Albert H Konetzni & Shirley A Lane-Konetzni
|
71,855
|
(6)
|
21,737
|
50,118
|
*
|
Alejandro Barrientos**
|
2,372
|
(3)
|
2,372
|
-
|
*
|
Alvin Fund, LLC
|
161,775
|
(74)
|
161,775
|
-
|
*
|
Arnold Schumsky
|
29,808
|
(7)
|
1,832
|
27,976
|
*
|
Barbara Mahoney
|
2,565
|
(5)
|
733
|
1,832
|
*
|
Barry & Judith Zisook
|
5,130
|
(5)
|
1,466
|
3,664
|
*
|
Barry S Volpert
|
141,647
|
(8)
|
141,647
|
-
|
*
|
Barry Sylvetsky
|
18,360
|
(9)
|
13,200
|
5,160
|
*
|
Baruch Halpern
|
66,807
|
(10)
|
32,257
|
34,550
|
*
|
Brian George
|
13,637
|
(75)
|
13,637
|
-
|
*
|
Brian M Robertson**
|
42
|
(76)
|
42
|
-
|
*
|
Brian Sheth
|
43,243
|
(11)
|
7,327
|
35,916
|
*
|
Bristol Edward Rudolf Rev Trust
|
6,897
|
(73)
|
6,897
|
-
|
*
|
BRR Palm Irrevocable Trust
|
21,995
|
(1)
|
21,995
|
-
|
*
|
Bruce & Lee Miller
|
4,281
|
(1)
|
4,281
|
-
|
*
|
Bruce I Raben Living Trust
|
27,175
|
(12)
|
1,832
|
25,343
|
*
|
Bruce L Evans, Kathryn M Evans T/B/E
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Bruno J Casatelli
|
19,800
|
(2)
|
19,800
|
-
|
*
|
Bryant and Carleen Riley
|
39,600
|
(2)
|
39,600
|
-
|
*
|
Buff Trust**
|
1,328
|
(77)
|
1,328
|
-
|
*
|
Burton Mark Paull
|
22,087
|
(13)
|
1,832
|
20,255
|
*
|
Carl F Muckenhirn
|
6,779
|
(14)
|
916
|
5,863
|
*
|
Carlos Musso
|
6,411
|
(5)
|
1,832
|
4,579
|
*
|
Caroline Giordano
|
5,347
|
(15)
|
1,099
|
4,248
|
*
|
Chirag Choudhary**
|
2,600
|
(3)
|
2,600
|
-
|
*
|
Chris Carlin**
|
3,100
|
(3)
|
3,100
|
-
|
*
|
Christian Delmar
|
19,232
|
(5)
|
5,495
|
13,737
|
*
|
Christopher J Oppito**
|
27
|
(78)
|
27
|
-
|
*
|
Clinton Magnolia Master Fund LTD
|
23,686
|
(79)
|
3,664
|
20,022
|
*
|
Colton Family LLLP
|
32,093
|
(16)
|
32,093
|
-
|
*
|
Corre Opportunities Fund LP
|
198,000
|
(2)
|
198,000
|
-
|
*
|
Craig Skop**
|
2,878
|
(3)
|
2,878
|
-
|
*
|
Cranshire Capital Master Fund, Ltd
|
21,120
|
(2)
|
21,120
|
-
|
*
|
Damon Testaverde**
|
337
|
(76)
|
337
|
-
|
*
|
Daniel Ripp**
|
3,811
|
(80)
|
3,811
|
-
|
*
|
Daniel Mintz
|
43,398
|
(17)
|
23,402
|
19,996
|
*
|
David Bocchi**
|
14,820
|
(3)
|
14,820
|
-
|
*
|
David A Houghton
|
5,280
|
(2)
|
5,280
|
-
|
*
|
David Kass
|
3,664
|
(79)
|
3,664
|
-
|
*
|
David Klein
|
45,252
|
(18)
|
22,358
|
22,894
|
*
|
David M Greene
|
22,515
|
(19)
|
18,515
|
4,000
|
*
|
David S Flecker & Susan E Flecker
|
29,106
|
(20)
|
10,753
|
18,353
|
*
|
DB Investor Group LLC
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Deerwood Associates, LP
|
392,207
|
(21)
|
300,631
|
91,576
|
*
|
DELAWARE CHARTER GUARANTEE & TRUST FBO JOSE FUNE
|
3,847
|
(5)
|
1,099
|
2,748
|
*
|
Dennis Mehiel
|
6,411
|
(5)
|
1,832
|
4,579
|
*
|
DFILP, LLC
|
20,147
|
(81)
|
20,147
|
-
|
*
|
Diana Fernandez
|
17,124
|
(1)
|
17,124
|
-
|
*
|
Dirk & Greet Pronk
|
17,124
|
(1)
|
17,124
|
-
|
*
|
Dominion Capital, LLC
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Donald G Drapkin
|
186,570
|
(22)
|
140,782
|
45,788
|
*
|
Douglas Gillespie
|
13,637
|
(75)
|
13,637
|
-
|
*
|
Douglas Jasek
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Drew Schaefer
|
12,822
|
(5)
|
3,664
|
9,158
|
*
|
Duane and Sheila Stolpe
|
2,565
|
(5)
|
733
|
1,832
|
*
|
DV-FT Holdings, LLC
|
116,367
|
(23)
|
66,000
|
50,367
|
*
|
VFT Special Ventures, Ltd.**
|
5,150
|
(3)
|
5,150
|
-
|
*
|
EDJ Limited
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Edward L Scanlon & Barbara Andree Scanlon TIC
|
66,000
|
(2)
|
66,000
|
-
|
*
|
Ellen E Conovitz
|
40,627
|
(24)
|
22,311
|
18,316
|
*
|
Emerging Growth Equities PSP dtd 9/1/99 FBO Gregory Berlacher 401K
|
2,640
|
(2)
|
2,640
|
-
|
*
|
Equitec Specialists, LLC
|
5,280
|
(2)
|
5,280
|
-
|
*
|
Equity Trust Company d.b.a. Sterling Trust
|
10,418
|
(81)
|
10,418
|
-
|
*
|
Eric Lord**
|
8,094
|
(3)
|
8,094
|
-
|
*
|
Ferentinos Enterprises LLC, Series 4
|
528,000
|
(2)
|
528,000
|
-
|
*
|
Francis Capital Management, LLC
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Francis R Smith**
|
141
|
(82)
|
141
|
-
|
*
|
Frank Beck
|
17,598
|
(25)
|
17,598
|
-
|
*
|
Frank Lorenzo**
|
1,209
|
(81)
|
1,209
|
-
|
*
|
Garnet Trust**
|
1,328
|
(77)
|
1,328
|
-
|
*
|
Garu LLC
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Gary R Diacik
|
5,511
|
(73)
|
5,511
|
-
|
*
|
GBGW Investments, LLC
|
35,533
|
(26)
|
26,329
|
9,204
|
*
|
George Anagnostou**
|
12,040
|
(3)
|
12,040
|
-
|
*
|
George M Zelinski
|
1,832
|
(81)
|
1,832
|
-
|
*
|
Gian-Paolo Melis
|
17,124
|
(1)
|
17,124
|
-
|
*
|
Glenn Gabisan
|
12,822
|
(5)
|
3,664
|
9,158
|
*
|
Global Arena Capital Corp.
|
135
|
(3)
|
135
|
-
|
*
|
Gregory J Berlacher
|
2,640
|
(2)
|
2,640
|
-
|
*
|
Halcyon Cabot Partners, Ltd.**
|
1,150
|
(83)
|
1,150
|
-
|
|
Hallac Family Holdings, LLC
|
21,995
|
(1)
|
21,995
|
-
|
*
|
Harriet S Robinson Trust
|
7,345
|
(27)
|
5,280
|
2,065
|
*
|
Harry Ioannou**
|
6,390
|
(3)
|
6,390
|
-
|
*
|
Harry L Shackelford
|
21,065
|
(28)
|
916
|
20,149
|
*
|
Henry Rothman
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Howard Goldberg
|
2,872
|
(5)
|
821
|
2,051
|
*
|
Howard Winitsky
|
11,987
|
(1)
|
11,987
|
-
|
*
|
Hugh Regan**
|
501
|
(84)
|
501
|
-
|
*
|
Hunter Wise Securities, LLC**
|
487
|
(85)
|
487
|
-
|
*
|
Ines Hohner Mahon
|
7,920
|
(2)
|
7,920
|
-
|
*
|
Intristic Edge Micro LP
|
132,000
|
(2)
|
132,000
|
-
|
*
|
J M A G 2602 LLC
|
21,995
|
(1)
|
21,995
|
-
|
*
|
James Ahern**
|
1,437
|
(86)
|
1,437
|
-
|
*
|
James B Metzger
|
60,884
|
(29)
|
60,884
|
-
|
*
|
James Tang**
|
1,868
|
(3)
|
1,868
|
-
|
*
|
Jay D Seid and Melvin Seid
|
5,280
|
(2)
|
5,280
|
-
|
*
|
JBA Investments. LLC
|
2,640
|
(2)
|
2,640
|
-
|
*
|
Jeff S Friedstein
|
5,130
|
(5)
|
1,466
|
3,664
|
*
|
John DeFrancesco
|
2,769
|
(1)
|
2,769
|
-
|
*
|
John Ferentinos
|
26,400
|
(2)
|
26,400
|
-
|
*
|
John Pappajohn
|
264,000
|
(2)
|
264,000
|
-
|
*
|
John S Hawley
|
17,160
|
(2)
|
17,160
|
-
|
*
|
John Streng Trust
|
5,280
|
(2)
|
5,280
|
-
|
*
|
John Sununu
|
21,560
|
(30)
|
13,200
|
8,360
|
*
|
John-Paul Eitner**
|
21
|
(76)
|
21
|
-
|
*
|
Jolyon F Stern
|
101,869
|
(31)
|
78,870
|
22,999
|
*
|
Jonathan Kaufman
|
57,785
|
(69)
|
30,000
|
27,785
|
*
|
Jonathan Kolber
|
106,470
|
(32)
|
53,997
|
52,473
|
*
|
Jonathan Steinhouse
|
2,640
|
(2)
|
2,640
|
-
|
*
|
Jose G Romano
|
7,057
|
(33)
|
3,960
|
3,097
|
*
|
Judith Schindler
|
4,397
|
(81)
|
4,397
|
-
|
*
|
Juliette M Klepach Revocable Trust
|
39,600
|
(2)
|
39,600
|
-
|
*
|
Kai Michaelsen-Falz
|
10,258
|
(5)
|
2,931
|
7,327
|
*
|
KC Gamma Opportunity Fund LP
|
39,600
|
(2)
|
39,600
|
-
|
*
|
Keith A Zar
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Kenneth G Williamson
|
1,468
|
(34)
|
1,466
|
2
|
*
|
Kenneth Sunshine & Nancy Hollander
|
45,252
|
(35)
|
22,358
|
22,894
|
*
|
Kevin Mangan**
|
6,636
|
(3)
|
6,636
|
-
|
*
|
Kevin J Poor
|
11,072
|
(73)
|
11,072
|
-
|
*
|
Kevin Wilson**
|
1,495
|
(3)
|
1,495
|
-
|
*
|
Kurt J Casby & Melissa J Casby
|
8,035
|
(36)
|
1,832
|
6,203
|
*
|
L Dean Fox
|
1,832
|
(81)
|
1,832
|
-
|
*
|
Laidlaw Holdings Limited**.
|
1,037
|
(87)
|
1,037
|
-
|
*
|
Lee J Seidler Revocable Trust
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Leon R Ellin
|
30,443
|
(37)
|
30,443
|
-
|
*
|
Lincoln Park Capital, LLC
|
26,400
|
(2)
|
26,400
|
-
|
*
|
Linda Bloomfield
|
7,693
|
(5)
|
2,198
|
5,495
|
*
|
Lindsay A Rosenwald
|
12,822
|
(5)
|
3,664
|
9,158
|
*
|
Lipman Capital Group Inc Retirement Plan
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Lowerline Inc
|
19,701
|
(38)
|
3,664
|
16,037
|
*
|
LK Trust
|
170,000
|
(75)
|
170,000
|
*
|
|
Malcolm H Neuwahl
|
6,411
|
(5)
|
1,832
|
4,579
|
*
|
Marc H Klee
|
10,214
|
(39)
|
7,920
|
2,294
|
*
|
Marc K Powers and Stella A Powers
|
17,633
|
(40)
|
3,960
|
13,673
|
*
|
Marc Weill
|
20,232
|
(41)
|
5,495
|
14,737
|
*
|
Marcia Kent
|
56,676
|
(1)
|
56,676
|
-
|
*
|
Mark E Freitas
|
25,643
|
(5)
|
7,327
|
18,316
|
*
|
Mark Silverman
|
64,571
|
(42)
|
64,571
|
-
|
*
|
Marshall S Cogan
|
8,399
|
(43)
|
7,327
|
1,072
|
*
|
Matthew D Eitner**
|
1,437
|
(86)
|
1,437
|
-
|
*
|
Matthew I Shapo
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Mauree Casatelli
|
4,752
|
(2)
|
4,752
|
-
|
*
|
Maytiv Foundation
|
25,643
|
(5)
|
7,327
|
18,316
|
*
|
Medina Capital Partners, Inc.
|
66,000
|
(2)
|
66,000
|
-
|
*
|
Michael & Christina Mandich
|
8,580
|
(2)
|
8,580
|
-
|
*
|
Michael Adams
|
2,565
|
(5)
|
733
|
1,832
|
*
|
Michael Ahern**
|
21
|
(76)
|
21
|
-
|
*
|
Michael H Hoffman
|
1,390
|
(81)
|
1,390
|
-
|
*
|
Michael J Murray**
|
80
|
(76)
|
80
|
-
|
*
|
Michael Rothbaum
|
16,047
|
(44)
|
16,047
|
-
|
*
|
Miguel J Rosenfeld
|
18,993
|
(45)
|
14,414
|
4,579
|
*
|
Miguel Zarraga**
|
235
|
(76)
|
235
|
-
|
*
|
MJA Investments, LLC
|
2,640
|
(2)
|
2,640
|
-
|
*
|
MKM Opportunity Master Fund, Ltd.
|
25,643
|
(5)
|
7,327
|
18,316
|
*
|
Monique D Matheson
|
5,537
|
(73)
|
5,537
|
-
|
*
|
Montague Capital LP
|
52,800
|
(2)
|
52,800
|
-
|
*
|
M-Private Equity LLC
|
29,582
|
(46)
|
4,579
|
25,003
|
*
|
Murray Klein
|
32,052
|
(5)
|
9,158
|
22,894
|
*
|
Network 1 Financial Securities**
|
272
|
(76)
|
272
|
-
|
*
|
Nico P Pronk**
|
200,323
|
(47)
|
193,323
|
7,000
|
*
|
Nirah E Shapo Forman
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Noble Financial Capital Markets**
|
37,458
|
(88)
|
37,458
|
-
|
*
|
Paul H Freeman
|
13,011
|
(48)
|
8,432
|
4,579
|
*
|
Paul Tol
|
17,124
|
(1)
|
17,124
|
-
|
*
|
Pegasus Capital II
|
105,600
|
(2)
|
105,600
|
-
|
*
|
Peter A Ferentinos
|
79,200
|
(2)
|
79,200
|
-
|
*
|
Peter Fidelman**
|
17,689
|
(89)
|
17,689
|
-
|
*
|
Peter G & Susan H Stanley
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Peter G McKeegan
|
3,847
|
(5)
|
1,099
|
2,748
|
*
|
Phillip Michals**
|
13,122
|
(3)
|
13,122
|
-
|
*
|
Plexus Fund II, LP
|
133,250
|
(90)
|
133,250
|
-
|
*
|
Plexus Fund III, LP
|
92,819
|
(90)
|
92,819
|
-
|
*
|
Plexus Fund QP III, LP
|
92,819
|
(90)
|
92,819
|
-
|
*
|
Porter Partners LP
|
66,000
|
(2)
|
66,000
|
-
|
*
|
Praesidian Capital Opportunity Fund III, LP
|
229,810
|
(90)
|
229,810
|
-
|
*
|
Praesidian Capital Opportunity Fund III-A, LP
|
89,080
|
(90)
|
89,080
|
-
|
*
|
Priyanka Mahajan**
|
5,755
|
(3)
|
5,755
|
-
|
*
|
Raffaele Gambardella**
|
13,122
|
(3)
|
13,122
|
-
|
*
|
Ramnarain Jaigobind**
|
80,640
|
(72)
|
80,640
|
-
|
*
|
Raphael Penunuri
|
3,960
|
(2)
|
3,960
|
-
|
*
|
Raxio Investments, Limited
|
19,701
|
(38)
|
3,664
|
16,037
|
*
|
Redwood Management, LLC
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Rex A Jones
|
7,775
|
(49)
|
5,305
|
2,470
|
*
|
RFR Investments Partners, LLC
|
5,511
|
(73)
|
5,511
|
-
|
*
|
RG Michals Holdings Inc
|
26,400
|
(2)
|
26,400
|
-
|
*
|
Richard C Dresdale
|
10,957
|
(50)
|
1,832
|
9,125
|
*
|
Richard G Michalski**
|
80
|
(76)
|
80
|
-
|
*
|
Richard Hayden
|
15,840
|
(2)
|
15,840
|
-
|
*
|
Richard M Jacobs
|
15,840
|
(2)
|
15,840
|
-
|
*
|
Richard Molinsky
|
23,464
|
(51)
|
23,464
|
-
|
*
|
Richard S Goldstein
|
5,130
|
(5)
|
1,466
|
3,664
|
*
|
Rippee Mineral Management LLC
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Robert C Schweitzer
|
19,786
|
(52)
|
9,496
|
10,290
|
*
|
Robert D Auritt
|
2,640
|
(2)
|
2,640
|
-
|
*
|
Robert Diamond**
|
4,033
|
(76)
|
4,033
|
-
|
*
|
Robert Frome
|
17,822
|
(38)
|
3,664
|
14,158
|
*
|
Robert H Krauch
|
11,072
|
(73)
|
11,072
|
-
|
*
|
Robert J Eide**
|
52,644
|
(71)
|
52,644
|
-
|
*
|
Robert L Egan and Gittel Koenig
|
17,243
|
(73)
|
17,243
|
-
|
*
|
Robert L Patron
|
133,448
|
(53)
|
103,653
|
29,795
|
*
|
Robert Smith
|
244,328
|
(54)
|
41,053
|
203,275
|
1.5%
|
Robert Strecker
|
8,580
|
(2)
|
8,580
|
-
|
*
|
Ronald A Shapo
|
159,171
|
(55)
|
50,096
|
109,075
|
*
|
Ronald J DeGregorio
|
918
|
(56)
|
733
|
185
|
*
|
Round Table Acquisitions, LLC
|
17,598
|
(57)
|
17,598
|
-
|
*
|
Ryan Schindler
|
1,466
|
(81)
|
1,466
|
-
|
*
|
Ryan Turcotte**
|
41
|
(76)
|
41
|
-
|
*
|
Samuel A Keesal, Jr
|
13,200
|
(2)
|
13,200
|
-
|
*
|
San Francisco State University Foundation
|
10,560
|
(2)
|
10,560
|
-
|
*
|
Saul H Rose Revocable Living Trust
|
8,622
|
(73)
|
8,622
|
-
|
*
|
SB Guterman Holdings LLC
|
11,486
|
(5)
|
3,282
|
8,204
|
*
|
SE Media Partners
|
2,640
|
(2)
|
2,640
|
-
|
*
|
Shawn Titcomb
|
26,400
|
(2)
|
26,400
|
-
|
*
|
Simon C Guscott
|
3,206
|
(5)
|
916
|
2,290
|
*
|
Stan Battat
|
25,643
|
(5)
|
7,327
|
18,316
|
*
|
Stanley Zaslow
|
34,248
|
(1)
|
34,248
|
-
|
*
|
State Street Bank FBO Ronald S Krolick Roth IRA Rollover Trust
|
1,832
|
(81)
|
1,832
|
-
|
*
|
Stern Agee & Leach Inc CUST John L Sommer IRA
|
12,822
|
(5)
|
3,664
|
9,158
|
*
|
Sterne Agee & Leach Inc C/F David W Frost IRA
|
26,400
|
(2)
|
26,400
|
-
|
*
|
Sterne Agee & Leach Inc C/F David W Frost IRA
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Steven A Ferentinos
|
26,400
|
(2)
|
26,400
|
-
|
*
|
Steven Cohen
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Steven E Leber
|
13,200
|
(2)
|
13,200
|
-
|
*
|
Steven R Sirota
|
9,160
|
(58)
|
3,960
|
5,200
|
*
|
Susan Lynn Ellerin
|
14,222
|
(38)
|
3,664
|
10,558
|
*
|
The Abadi Group II Profit Sharing Plan FBO Charles Abadi
|
67,200
|
(59)
|
66,000
|
1,200
|
*
|
The Richard S Friedman 2008 Revocable Trust
|
64,184
|
(60)
|
64,184
|
-
|
*
|
Thomas Ferentinos
|
26,500
|
(61)
|
26,400
|
100
|
*
|
Thomas J Knox
|
7,327
|
(81)
|
7,327
|
-
|
*
|
Thomas J Moore & Cathleen Moore
|
3,206
|
(5)
|
916
|
2,290
|
*
|
Thomas K Equels
|
94,061
|
(62)
|
44,229
|
49,832
|
*
|
Thomas R Kaplan
|
13,636
|
(63)
|
10,394
|
3,242
|
*
|
Thomas S Murphy, Jr.
|
44,282
|
(73)
|
44,282
|
-
|
*
|
Timothy C Behr**
|
27
|
(91)
|
27
|
-
|
*
|
Tonio Burgos
|
31,180
|
(64)
|
12,864
|
18,316
|
*
|
United Insurance Company of America
|
90,555
|
(90)
|
90,555
|
-
|
*
|
Diker GP, LLC
|
1,584,000
|
(65)
|
1,584,000
|
-
|
*
|
First Prestige Group Limited
|
204,600
|
(2)
|
204,600
|
-
|
*
|
Vestal Venture Cap
|
25,686
|
(1)
|
25,686
|
-
|
*
|
Vicki & Hardy Katz
|
6,600
|
(2)
|
6,600
|
-
|
*
|
Vincent Mai
|
66,000
|
(2)
|
66,000
|
-
|
*
|
Walter E Hanley
|
2,205
|
(73)
|
2,205
|
-
|
*
|
Wayne R Horne
|
70,389
|
(66)
|
70,389
|
-
|
*
|
Weldon B Posey
|
21,412
|
(67)
|
1,832
|
19,580
|
*
|
William A K Titelman
|
13,606
|
(68)
|
6,013
|
7,593
|
*
|
William M Wilkening
|
4,047
|
(1)
|
4,047
|
-
|
*
|
William Sanger
|
38,463
|
(5)
|
10,990
|
27,473
|
*
|
William Spears
|
52,800
|
(2)
|
52,800
|
-
|
*
|
Yield Capital Partners
|
105,600
|
(2)
|
105,600
|
-
|
*
|
YKA Partners, LLC
|
26,400
|
(2)
|
26,400
|
-
|
*
|
Total
|
9,984,520 |
8,414,904
|
1,569,616 | ||
(1)
|
Consists of shares issued in the March 2013 Offering, 33.33% of which are shares issuable upon the exercise of common stock purchase warrants.
|
(2)
|
75.76% of the shares listed consist of shares of common stock issuable upon conversion of Series B-2 Preferred Stock and the balance consists of shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-2 Preferred Offering.
|
(3)
|
Consists of shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering.
|
(4)
|
Includes 18,356 shares issuable upon the exercise of common stock purchase warrants, 14,655 of which were issued in the Series B-1 Offering.
|
(5)
|
28.57% of the shares listed consists of shares issuable upon the exercise of common stock purchase warrants issued in the Series B-1 Offering.
|
(6)
|
Includes 33,460 shares issuable upon the exercise of common stock purchase warrants and 4,000 shares issuable upon the conversion of Series B-2 Preferred Stock. Shares issuable upon the exercise of 1,649 warrants issued in the Series B-1 Offering, 1,280 warrants issued in the Series B -2 Offering and 4,936 warrants issued in the July 2013 Offering , as well 9,872 shares issued in the July 2013 Offering, are being registered in this offering.
|
(7)
|
Includes 3,684 shares issuable upon the exercise of common stock purchase warrants, 1,832 of which were issued in the Series B-1 Offering.
|
(8)
|
Includes 40,000 shares issuable upon conversion of Series B-2 Preferred Stock, shares issuable upon the exercise of 12,800 warrants issued in the Series B-2 Preferred Offering and 59,231 shares and 29,616 shares issuable upon the exercise of common stock purchase warrants issued in the July 2013 Offering.
|
(9)
|
Includes 10,000 shares issuable upon conversion of Series B-2 Preferred Stock and 3,200 shares issuable upon the exercise of common stock purchase warrants issued the Series B-2 Preferred Offering.
|
(10)
|
Includes 15,000 shares issuable upon conversion of Series B-2 Preferred Stock, 4,800 shares issuable upon the exercise of common stock purchase warrants related to the Series B-2 Preferred Offering and 12,457 shares issuable upon the exercise of common stock purchase warrants related to the Series B-1 Preferred Offering.
|
(11)
|
Includes 12,900 shares issuable upon the exercise of common stock purchase warrants, 7,327 of which were issued in the Series B-1 Offering.
|
(12)
|
Includes 5,138 shares issuable upon the exercise of common stock purchase warrants, 1,832 of which were issued in the Series B-1 Offering.
|
(13)
|
Includes 8,975 shares issuable upon the exercise of common stock purchase warrants, 1,832 of which were issued in the Series B-1 Offering.
|
(14)
|
Includes 4,488 shares issuable upon the exercise of common stock purchase warrants, 916 of which were issued in the Series B-1 Preferred Offering.
|
(15)
|
Includes 1,099 shares issuable upon the exercise of common stock purchase warrants issued in the Series B-1 Preferred Offering.
|
(16)
|
Includes 10,000 shares issuable upon conversion of Series B-2 Preferred Stock and 3,200 shares issuable upon the exercise of common stock purchase warrants issued the Series B-2 Preferred Offering, and 12,595, shares and 6,298 shares issuable upon the exercise of common stock purchase warrants issued in the March 2013 Offering.
|
(17)
|
Includes 7,991 and 5,167 shares issued in the March 2013 Offering and the July 2013 Offering, respectively. Also includes 12,745 shares issuable upon the exercise of common stock purchase warrants, including 3,996 issued in the March 2013 Offering, 2,584 issued in the July 2013 Offering and 3,664 issued in the Series B-1 Offering.
|
(18)
|
Includes 10,000 shares issuable upon conversion of Series B-2 Preferred Stock and 12,358 shares issuable upon the exercise of common stock purchase warrants, 3,200 of which were issued in the Series B-2 Offering and 9,158 of which were issued in the Series B-1 Offering.
|
(19)
|
Includes 12,343 shares and 6,172 shares issuable upon the exercise of common stock purchase warrants issued in the March 2013 Offering.
|
(20)
|
Includes 4,115 shares issued in the March 2013 Offering and 8,229 shares issuable upon the exercise of common stock purchase warrants, 2,058 of which were issued in the March 2013 Offering and 4,580 of which were issued in the Series B-1 Offering.
|
(21)
|
Includes 200,000 shares issuable upon conversion of Series B-2 Preferred Stock and 100,631 shares issuable upon the exercise of common stock purchase warrants, 64,000 of which were issued in the Series B-2 Offering and 36,631 of which were issued in the Series B-1 Offering.
|
(22)
|
Includes 68,444 shares issued in the March 2013 Offering, 15,000 shares issuable upon conversion of Series B-2 Preferred Stock and 57,338 shares issuable upon the exercise of common stock purchase warrants, 4,800 of which pertain to the Series B-2 Offering, 34,222 of which pertain to the March 2013 Offering and 18,316 of which pertain to the Series B-1 Offering.
|
(23)
|
Includes 50,000 shares issuable upon conversion of Series B-2 Preferred Stock and 16,000 shares issuable upon the exercise of common stock purchase warrants related to the Series B-2 Offering.
|
(24)
|
Includes 6,298 shares issued in the March 2013 Offering,3,691 shares issued in the July 2013 Offering and 12,322 shares issuable upon the exercise of common stock purchase warrants, 3,149 of which pertain to the March 2013 Offering, 1,846 of which pertain to the July 2013 Offering and 7,327 of which pertain to the Series B-1 Offering.
|
(25)
|
Includes 7,332 shares issued in the March 2013 Offering, 5,000 shares issuable upon conversion of Series B-2 Preferred Stock and 5,266 shares issuable upon the exercise of common stock purchase warrants, 3,666 of which pertain to the March 2013 Offering and 1,600 of which pertain to the Series B-2 Offering.
|
(26)
|
Includes 6,298 shares issued in the March 2013 Offering, 10,000 shares issuable upon conversion of Series B-2 Preferred Stock and 10,031 shares issuable upon the exercise of common stock purchase warrants, 3,200 of which pertain to the Series B-2 Offering, 3,682 of which pertain to the Series B-1 Offering and 3,149 of which pertain to the March 2013 Offering.
|
(27)
|
Includes 4,000 shares issuable upon conversion of Series B-2 Preferred Stock and 1,757 shares issuable upon the exercise of common stock purchase warrants, 1,280 of which pertain to the Series B-2 Offering.
|
(28)
|
Includes 8,059 shares issuable upon the exercise of common stock purchase warrants, 916 of which pertain to the Series B-1 Offering.
|
(29)
|
Includes 22,989 shares issued in the July 2013 Offering, 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 17,895 shares issuable upon the exercise of common stock purchase warrants, 6,400 of which pertain to the Series B-2 Offering and 11,495 of which pertain to the July 2013 Offering .
|
(30)
|
Includes 10,000 shares issuable upon conversion of Series B-2 Preferred Stock and 4,452 shares issuable upon the exercise of common stock purchase warrants, 3,200 of which pertain to the Series B-2 Offering.
|
(31)
|
Includes 12,242 shares issued in the March 2013 Offering, 17,242 shares in the July 2013 Offering, 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 30,090 shares issuable upon the exercise of common stock purchase warrants, 6,122 of which pertain to the March 2013 Offering, 8,621 of which pertain to the July 2013 Offering, 6,400 pertain to the Series B-2 Preferred Offering and 8,243 pertain to the Series B-1 Offering.
|
(32)
|
Includes 11,071 shares issued in the July 2013 Offering, 20,000 shares issuable upon conversion of Series B-2 Preferred Stock, and 30,432 shares issuable upon the exercise of common stock purchase warrants of which 5,536 shares pertain to the July 2013 Offering, 6,400 shares pertain to the Series B-2 Offering and 10,990 shares pertain to the Series B-1 Offering.
|
(33)
|
Includes 3,000 shares issuable upon conversion of Series B-2 Preferred Stock and 1,675 shares issuable upon the exercise of common stock purchase warrants, of which 960 shares pertain to the Series B-2 Offering.
|
(34)
|
Includes 1,466 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Offering.
|
(35)
|
Includes 10,000 shares issuable upon conversion of Series B Preferred Stock and 12,358 shares issuable upon the exercise of common stock purchase warrants, of which 3,200 shares pertains to the Series B-2 Preferred Stock Offering and 9,158 shares pertains to the Series B-1 Preferred Stock Offering.
|
(36)
|
Includes 5,403 shares issuable upon the exercise of common stock purchase warrants, of which 1,832 shares pertain to the Series B-1 Preferred Offering.
|
(37)
|
Includes 11,495 shares issued in the July 2013 Offering ,10,000 shares issuable upon conversion of Series B-2 Preferred stock and 8,948 shares issuable upon the exercise of common stock purchase warrants, of which 5,748 shares pertains to the July 2013 Offering and 3,200 shares pertaining to the Series B-2 Offering.
|
(38)
|
Includes 3,664 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Offering.
|
(39)
|
Includes 6,000 shares issuable upon conversion of Series B-2 Preferred Stock and 2,570 shares issuable upon the exercise of common stock purchase warrants, of which 1,920 shares pertains to the Series B-2 Offering.
|
(40)
|
Includes 3,000 shares issuable upon conversion of Series B-2 Preferred Stock and 4,115 shares issuable upon the exercise of common stock purchase warrants, of which 960 shares pertains to the Series B-2 Offering.
|
(41)
|
Includes 5,495 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Offering.
|
(42)
|
Includes 34,247 shares issued in the March 2013 Offering, 10,000 shares issuable upon conversion of Series B-2 Preferred Stock and 20,324 shares issuable upon the exercise of common stock purchase warrants, of which 17,124 shares pertain to the March 2013 Offering and 3,200 shares pertain to the Series B-2 Offering.
|
(43)
|
Includes 7,327 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Offering.
|
(44)
|
Includes 6,298 shares issued in the March 2013 Preferred Offering, 5,000 shares issuable upon conversion of Series B-2 Preferred Stock and 4,749 shares issuable upon the exercise of common stock purchase warrants of which 3,149 shares pertain to the March 2013 Offering and 1,600 shares pertain to the Series B-2 Offering.
|
(45)
|
Includes 5,748 shares issued in the July 2013 Offering, 3,000 shares issuable upon conversion of Series B-2 Preferred Stock and 5,666 shares issuable upon the exercise of common stock purchase warrants, of which 2,874 shares pertain to the July 2013 Offering, 960 shares pertain to the Series B-2 Offering and 1,832 shares pertaining to the Series B-1 Offering.
|
(46)
|
Includes 4,579 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Preferred Offering.
|
(47)
|
Includes 104,605 shares issued in the March 2013 Offering, 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 68,718 shares issuable upon the exercise of common stock purchase warrants, consisting of (i) 52,303 shares pertaining to the March 2013 Offering, (ii) 6,400 shares pertaining to the Series B-2 Preferred Offering, (iii) 7,327 shares pertaining to the Series B-1 Offering, (iv) 2,688 shares issued as selling agent compensation in connection with the Series B-1 Offering.
|
(48)
|
Includes 5,000 shares issuable upon conversion of Series B-2 Preferred Stock and 3,432 shares issuable upon the exercise of common stock purchase warrants, of which 1,600 shares pertain to the Series B-2 Offering and 1,832 shares pertain to the Series B-1 Offering.
|
(49)
|
Includes 5,305 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Offering.
|
(50)
|
Includes 3,197 shares issuable upon the exercise of common stock purchase warrants, of which 1,832 shares pertain to the Series B-1 Offering.
|
(51)
|
Includes 15,000 shares issuable upon conversion of Series B-2 Preferred Stock and 8,464 shares issuable upon the exercise of common stock purchase warrants, of which 4,800 shares pertain to the Series B-2 Offering and 3,664 shares pertain to the Series B-1 Preferred Offering.
|
(52)
|
Includes 6,500 shares issuable upon conversion of Series B-2 Preferred Stock and 2,996 shares issuable upon the exercise of common stock purchase warrants, of which 2,080 shares pertain to the Series B-2 Offering and 916 shares pertain to the Series B-1 Offering.
|
(53)
|
Includes 69,102 shares issued in the July 2013 Offering and 34,551 shares issuable upon the exercise of common stock purchase warrants pertaining to the July 2013 Offering.
|
(54)
|
Includes 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 53,692 shares issuable upon the exercise of common stock purchase warrants, of which 6,400 shares pertain to the Series B-2 Offering and 14,653 shares pertain to the Series B-1 Offering.
|
(55)
|
Includes 13,271 shares issued in the March 2013 Offering, 5,633 shares issued in the July 2013 Offering, 13,000 shares issuable upon conversion of Series B-2 Preferred Stock and39,640 shares issuable upon the exercise of common stock purchase warrants, of which 6,636 shares pertain to the March 2013 Offering, 2,817 shares pertain to the July 2013 Offering, 4,160 shares pertain to the Series B-2 Offering and 4,579 shares pertain to the Series B-1 Offering.
|
(56)
|
Includes 733 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Preferred Offering.
|
(57)
|
Includes 7,332 shares issued in the March 2013 Offering and 5,000 shares issuable upon conversion of Series B-2 Preferred Stock and 5,266 shares issuable upon the exercise of common stock purchase warrants, of which 3,666 shares pertain to the March 2013 Offering and 1,600 shares pertain to the Series B-2 Preferred Offering.
|
(58)
|
Includes 3,000 shares issuable upon conversion of Series B-2 Preferred Stock and 2,160 shares issuable upon the exercise of common stock purchase warrants, of which 960 shares pertain to the Series B-2 Offering.
|
(59)
|
Includes 50,000 shares issuable upon conversion of Series B-2 Preferred Stock and 16,000 shares issuable upon the exercise of common stock purchase warrants.
|
(60)
|
Includes 25,189 shares issued in the March 2013 Offering, 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 18,995 shares issuable upon the exercise of common stock purchase warrants, of which 12,595 shares pertain to the March 2013 Offering and 6,400 shares pertain to the Series B-2 Offering .
|
(61)
|
Includes 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 6,400 shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-2 Offering.
|
(62)
|
Includes 7,557 shares issued in the March 2013 Offering, 8,046 shares issued in the July 2013 Offering, 13,000 shares issuable upon conversion of Series B-2 Preferred Stock and 37,560 shares issuable upon the exercise of common stock purchase warrants, of which (i) 3,779 shares pertain to the March 2013 Offering, (ii) 4,023 shares pertain to the July 2013 Offering, (iii) 4,160 shares pertain to the Series B-2 Offering and (iv) 3,664 shares pertain to the Series B-1 Offering.
|
(63)
|
Includes 5,708 shares issued in the March 2013 Offering and 4,686 shares issuable upon the exercise of common stock purchase warrants, of which 2,854 shares pertain to the March 2013 Offering and 1,832 shares pertain to the Series B-1 Offering.
|
(64)
|
Includes 3,691 shares issued in the July 2013 Offering and 9,173 shares issuable upon the exercise of common stock purchase warrants, of which 1,846 shares pertain to the July 2013 Offering and 7,327 shares pertain to the Series B-1 Offering.
|
(65)
|
These shares are subject to a contractual “blocker” provision that, in the absence of 60 days prior written notice, prohibits the holder from exercising or converting shares to the extent that exercise or sale would result in the holder acquiring beneficial ownership of more than 4.99% of our issued and outstanding common stock. Includes 1,200,000 shares issuable upon conversion of Series B-2 Preferred Stock and 384,000 shares issuable upon the exercise of common stock purchase warrants related to the Series B-2 Offering.
|
(66)
|
Includes 29,326 shares issued in the March 2013 Offering, 20,000 shares issuable upon conversion of Series B-2 Preferred Stock and 21,063 shares issuable upon the exercise of common stock purchase warrants, of which 14,663 shares pertain to the March 2013 Offering and 6,400 shares pertain to the Series B-2 Preferred Offering.
|
(67)
|
Includes 9,332 shares issuable upon the exercise of common stock purchase warrants, of which 1,832 shares pertain to the Series B-1 Offering.
|
(68)
|
Includes 4,000 shares issuable upon conversion of Series B-2 Preferred Stock and 3,076 shares issuable upon the exercise of common stock purchase warrants, of which 1,280 shares pertains to the Series B-2 Offering and 733 shares pertain to the Series B-1 Offering.
|
(69)
|
Includes 18,694 shares issuable upon the exercise of stock options. Also includes 30,000.shares issued in connection with the acquisition of NBS.
|
(70)
|
Includes 40,000 shares issuable upon conversion of Series B-2 Preferred Stock and 13,600 shares issuable upon the exercise of common stock purchase warrants, of which 800 warrant shares were issued as selling agent compensation.
|
(71)
|
Includes 20,000 shares issuable upon conversion of Series B-2 Preferred stock and 32,644 shares issuable upon the exercise of common stock purchase warrants, of which 6,400 shares pertain to the Series B-2 Offering and 26,244 shares pertain warrants issued as selling agent compensation in connection with the Series B-2 Offering.
|
(72)
|
Includes 40,000 shares issuable upon conversion of Series B-2 Preferred Stock and 40,640 shares issuable upon the exercise of common stock purchase warrants, of which 12,800 shares pertain to the Series B-2 Offering and 27,840 shares pertain warrants issued as selling agent compensation in connection with the Series B-2 Offering.
|
(73)
|
Consists of shares issued in the July 2013 Offering, 33.33% of which are shares issuable upon the exercise of common stock purchase warrants.
|
(74)
|
Consists of 50,378 shares and 25,189 shares issuable upon the exercise of common stock purchase warrants issued in the March 2013 Offering, and 57,472 shares and 28,736 shares issuable upon the exercise of common stock purchase warrants issued in the issued in the July 2013 Offering.
|
(75)
|
Pertains to shares issued as part of the purchase price for the acquisition of NBS.
|
(76)
|
Consists of shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(77)
|
Consists of 943 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 385 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(78)
|
Consists of 16 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 11 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(79)
|
Consists of shares issuable upon the exercise of common stock purchase warrants, 3,664 of which were issued in the Series B-1 Offering.
|
(80)
|
Consists of 2,600 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 1,211 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(81)
|
Consists of shares issuable upon the exercise of common stock purchase warrants pertaining to the Series B-1 Offering.
|
(82)
|
Consists of 80 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 61 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(83)
|
Consists of shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the July 2013 Offering.
|
(84)
|
Consists of 300 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 201 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(85)
|
Consists of 184 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the July 2013 Offering and 303 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(86)
|
Consists of 900 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 537 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(87)
|
Consists of 298 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 739 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the July 2013 Offering.
|
(88)
|
Consists of 11,000 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 26,458 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the July 2013 Offering.
|
(89)
|
Consists of 10,400 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering, 2,447 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the July 2013 Offering and 4,842 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
(90)
|
Denotes shares issuable upon the exercise of common stock purchase warrants issued in conjunction with the issuance of senior debt.
|
(91)
|
Consists of 16 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-2 Offering and 11 shares issuable upon the exercise of common stock purchase warrants issued as selling agent compensation in connection with the Series B-1 Offering.
|
●
|
Jonathan Kaufman, who became the President of our Business Services business segment upon our completion of the acquisition of NBS, his affiliate, the LK Trust and his designees; and
|
●
|
Diker GP, LLC, who owns Series B-2 Preferred Stock and common stock purchase warrants, which, if fully converted and exercised, respectively, would represent beneficial ownership of approximately 14.8% of our currently outstanding common stock. These securities are subject to a contractual “blocker” provision that, absent at least 60 days prior written notice from Diker GP, LLC, prohibits the holder from exercising or converting shares to the extent that exercise or sale would result in the holder acquiring beneficial ownership of more than 4.99% of our issued and outstanding common stock.
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
●
|
privately negotiated transactions;
|
●
|
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
●
|
broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
|
●
|
a combination of any such methods of sale;
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
|
●
|
any other method permitted pursuant to applicable law.
|
Page
|
||||
Prospectus Summary
|
1 | |||
Forward-Looking Statements
|
3 | |||
Risk Factors
|
4 | |||
Use of Proceeds
|
14 | |||
Selected Financial Data
|
14 | |||
Where You Can Find Additional Information
|
15 | |||
Description of Securities
|
16 | |||
Selling Security Holders
|
20 | |||
Plan of Distribution
|
38 | |||
Shares Available for Future Sale
|
40 | |||
Legal Matters
|
41 | |||
Experts
|
41 |
Item
|
Company Expense
|
|||
SEC registration fee
|
$ | 6,396 | ||
Printing and engraving expenses
|
1,000 | |||
Legal fees and expenses
|
7,500 | |||
Accounting fees and expenses
|
5,000 | |||
Miscellaneous
|
2,500 | |||
Total
|
$ | 22,396 |
Exhibit No.
|
Description
|
||
3.1
|
Certificate of Incorporation, as amended (*)
|
||
3.1(b)
|
Certificate of Designation of the Rights and Preferences of the Series A-2 Preferred Stock (6)
|
||
3.1(c)
|
Certificate of Designation of the Rights and Preferences of the Series A-4 Preferred Stock (9)
|
||
3.1(d)
|
Form of Subscription Agreement (7)
|
||
3.1(e)
|
Certificate of Designation of the Rights and Preferences of the Series A-1 Preferred Stock (5)
|
||
3.1(f)
|
Certificate of Designations of Preferences, Rights and Limitations of Series B-1 Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012
|
||
3.1(g)
|
Certificate of Designations of Preferences, Rights and Limitations of Series B-2 Senior Convertible Preferred Stock (18)
|
||
3.2
|
Bylaws (*)
|
||
5
|
Opinion and Consent of Counsel (****)
|
||
10.1
|
1998 Stock Option Plan (*)
|
||
10.2
|
Employment Agreement between registrant and Matthew Rosen (*)
|
||
10.2.1
|
Amended and Restated Employment Agreement between registrant and Matthew Rosen (3)
|
||
10.3
|
Master Service Agreement between registrant and Terremark Worldwide, Inc., dated May 29, 2003 (*)
|
||
10.5
|
Joint Venture Agreement between registrant and Karamco, Inc., dated December 12, 2002 (*)
|
||
10.7
|
Form of Warrant to Purchase Common Stock (*)
|
||
10.8
|
Lease Agreement between registrant and SLG Graybar Sublease, LLC for the 420 Lexington Avenue, New York, NY office (*)
|
||
10.8.1
|
Lease Modification Agreement dated November 1, 2005, between registrant and SLG Graybar Sublease, LLC for the 420 Lexington Avenue, New York, NY office (8)
|
||
10.8.2
|
Lease Modification Agreement dated November 1, 2005, between registrant and SLG Graybar Sublease, LLC for the 420 Lexington Avenue, New York, NY office (8)
|
||
10.8.3
|
Lease Agreement dated November 1, 2005, between registrant and SLG Graybar Sublease, LLC for the 420 Lexington Avenue, New York, NY office (8)
|
||
10.9
|
Lease Agreement between registrant and 67 Broad Street LLC for the 75 Broad Street, New York, NY office (*)
|
||
10.10
|
Lease Agreement between registrant and Fort Lauderdale Crown Center, Inc. for the Fort Lauderdale, Florida office, as amended (*)
|
||
10.10.1
|
Amendment dated February 10, 2006, to Lease Agreement between registrant and Fort Lauderdale Crown Center, Inc., for the Fort Lauderdale, Florida office, as amended (8)
|
||
10.11
|
Lease Agreement between Efonica FZ- LLC and Dubai Internet City for Dubai offices (8)
|
||
10.13
|
Shareholders Joint Venture Agreement between registrant and Communications Ventures Index Pvt. Ltd., dated March 11, 2000 (*)
|
||
10.19
|
Warrant to Purchase Common Stock issued by registrant to Marvin Rosen, dated July 31, 2002 (*)
|
||
10.20
|
Form of Promissory Note and Security Agreement (2)
|
||
10.21
|
Agreement with MCI Communications Services, Inc., dated September 20, 2006 (2)
|
||
10.22
|
Agreement with VCG dated June 10, 2004 (2)
|
||
10.23
|
Agreement with Qwest Communications Corporation dated April 22, 2002 (2)
|
||
10.24
|
Agreement with AT&T dated April 13, 2006 (2)
|
||
10.25
|
Agreement with T-Systems, Inc., dated October 24, 2002 (2)
|
||
10.28
|
Non-Competition Agreement between registrant and Marvin Rosen (*)
|
||
10.29
|
Stock Purchase Agreement between registrant, Convergent Technologies, Ltd. and the stockholders listed on Schedule 1 Attached thereto, dated December 16, 2004, as amended and restated, dated January 11, 2005 (*)
|
||
10.31.1
|
Stock Purchase Agreement between registrant, Efonica FZ-LLC and Karamco, Inc., dated January 11, 2005 and the amendment thereto (*)
|
||
10.31.2
|
Amendment to Stock Purchase Agreement between registrant, Efonica FZ-LLC and Karamco, Inc., dated March 24, 2006 (8)
|
||
10.32
|
Carrier Service Agreement for International Terminating Traffic between the registrant and Qwest Communications Corporation, dated May 17, 2000 (*)
|
10.33
|
Carrier Service Agreement between registrant and Telco Group, Inc. dated April 3, 2001, as amended (*)
|
||
10.34
|
Colocation License Agreement between the registrant and Telco Group, dated January 28, 2002 (*)
|
||
10.35
|
International VoIP Agreement, dated April 25, 2002, as amended (*)
|
||
10.37
|
Lease Agreement dated April 28, 2005, between Convergent Technologies Limited and Oceanic Digital Jamaica Limited (**)
|
||
10.38
|
Promissory Note issued by iFreedom Communications International Holdings, Limited; iFreedom Communications Corporation; iFreedom Communications (Malaysia) Sdn. Bhd.; iFreedom Communications, Inc.; iFreedom Communications Hong Kong Limited and iFreedom UK, Ltd., jointly and severally, to Registrant. (8)
|
||
10.39
|
Form of Subscription Agreement (5)
|
||
10.40
|
Form of Warrant (5)
|
||
10.41
|
Purchase and Sale Agreement dated September 12, 2011 between registrant and Prestige Capital Corporation (10)
|
||
10.42
|
Membership Interest Purchase and Sale Agreement dated January 30th, 2012 between the registrant, Network Billing Systems, LLC, Jonathan Kaufman, and Christiana Trust as trustee of the LK Trust (11)
|
||
10.43
|
Asset Purchase and Sale Agreement dated January 30th, 2012 between the registrant, Interconnect Systems Group II LLC, Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan Kaufman as trustee of the LKII Trust (11)
|
||
10.44
|
Forbearance and Settlement Agreement between the registrant and TD Bank, N.A., as successor by merger to Commerce Bank, N.A., filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed May 14, 2013 and incorporated herein by reference.
|
||
10.45
|
Amendment No. 1 dated June 6, 2013 to the Asset Purchase and Sale Agreement dated January 30th, 2012 between the registrant, Interconnect Systems Group II LLC, Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan Kaufman as trustee of the LKII Trust, filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed August 14, 2013 and incorporated herein by reference.
|
||
10.46
|
Amendment No. 1 dated June 6, 2013 to the Membership Interest Purchase and Sale Agreement dated January 30th, 2012 between the registrant, Network Billing Systems, LLC, Jonathan Kaufman, and Christiana Trust as trustee of the LK Trust , filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed August 14, 2013 and incorporated herein by reference.
|
||
10.47
|
Amendment No. 2 dated August 20, 2012 to the Asset Purchase and Sale Agreement dated January 30, 2012 between the registrant, Fusion NBS Acquisition Corp., Interconnect Services Group II LLC, Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan Kaufman as trustee of the LKII Trust (12)
|
||
10.48
|
Amendment No. 2 dated August 20, 2012 to the Membership Interest Purchase and Sale Agreement dated January 30, 2012 between the registrant, Fusion NBS Acquisition Corp., Network Billing Systems, LLC, Jonathan Kaufman and Christiana Trust as trustee of the LK Trust (12)
|
||
10.49
|
Amendment No. 3 dated September 21, 2012 to the Asset Purchase and Sale Agreement dated January 30, 2012 between the registrant, Fusion NBS Acquisition Corp., Interconnect Services Group II LLC, Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan Kaufman as trustee of the LKII Trust (12)
|
||
10.50
|
Amendment No. 3 dated September 21, 2012 to the Membership Interest Purchase and Sale Agreement dated January 30, 2012 between the registrant, Fusion NBS Acquisition Corp., Network Billing Systems, LLC, Jonathan Kaufman and Christiana Trust as trustee of the LK Trust (12)
|
||
10.51
|
Amendment No. 4 dated October 24, 2012 to the Asset Purchase and Sale Agreement dated January 30, 2012 between the registrant, Fusion NBS Acquisition Corp., Interconnect Services Group II LLC, Jonathan Kaufman, Lisa Kaufman as trustee of the JK Trust and Jonathan Kaufman as trustee of the LKII Trust (12)
|
||
10.52
|
Amendment No. 4 dated October 24, 2012 to the Membership Interest Purchase and Sale Agreement dated January 30, 2012 between the registrant, Fusion NBS Acquisition Corp., Network Billing Systems, LLC, Jonathan Kaufman and Christiana Trust as trustee of the LK Trust (12)
|
||
10.53
|
Promissory Note dated October 29, 2012 payable to the LK Trust (12)
|
||
10.54
|
Promissory Note dated October 29, 2012 payable to Jonathan Kaufman (12)
|
||
10.55
|
Employment and Restrictive Covenant Agreement dated October 29, 2102 between the Registrant and Jonathan Kaufman (12)
|
||
10.56
|
Lease Agreement dated October 1, 2012 by and between Manchester Realty, LLC and Fusion NBS Acquisition Corp (12)
|
||
10.57
|
Securities Purchase Agreement and Security agreement, dated as of October 29, 2012, by and among Fusion NBS Acquisition Corp., Fusion Telecommunications International, Inc., Network Billing Systems, LLC, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II, LP, and Praesidian Capital Opportunity Fund III, LP as agent for the Lenders (12)
|
||
10.58
|
Series A Promissory Note dated October 29, 2012 payable to Plexus Fund II (12)
|
10.59
|
Series B Promissory Note dated October 29, 2012 payable to Plexus Fund II Series (12)
|
||
10.60
|
Series A Promissory Note dated October 29, 2012 payable to Praesidian Fund III (12)
|
||
10.61
|
Series B Promissory Note dated October 29, 2012 payable to Praesidian Fund III Praesidian Fund III Series B Note (12)
|
||
10.62
|
Series A Promissory Note dated October 29, 2012 payable to Praesidian Fund III-A (12)
|
||
10.63
|
Series B Promissory Note dated October 29, 2012 payable to Praesidian Fund III-A (12)
|
||
10.64
|
Praesidian Fund III Common Stock Purchase Warrant dated October 29, 2012 (12)
|
||
10.65
|
Praesidian Fund III-A Common Stock Purchase Warrant dated October 29, 2012 (12)
|
||
10.66
|
Plexus Fund II Common Stock Purchase Warrant dated October 29, 2012 (12)
|
||
10.67
|
Intellectual Property Security Agreement dated as of October 29, 2012 by Fusion Telecommunications International, Inc. and Network Billing systems, LLC, in favor of Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II, LP (12)
|
||
10.68
|
Intercreditor and Subordination Agreement dated as of October 29, 2012 by and among Marvin Rosen, Fusion Telecommunications International, Inc., Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, LP and Praesidian Capital Opportunity Fund III as agent (12)
|
||
10.69
|
Intercreditor and Subordination Agreement dated as of October 29, 2012 by and among John Kaufman, Christiana Trust, a division of WSFS Bank, as trustee of the LK Trust, Fusion NBS Acquisition Corp., Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, LP and Praesidian Capital Opportunity Fund III as agent (12)
|
||
10.70
|
Intercreditor Agreement dated as of October 29, 2012, by and among Prestige Capital Corporation, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II, LP (12)
|
10.71
|
Pledge Agreement dated as of October 29, 2012 by and among Fusion Telecommunications International, Inc., Fusion NBS Acquisition Corp., Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, LP and Praesidian Capital Opportunity Fund III as agent (12)
|
||
10.72
|
Right of First Refusal Agreement dated as of October 29, 2012 by and among Fusion Telecommunications International, Inc., Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, LP and Praesidian Capital Opportunity Fund III as agent (12)
|
||
10.731
|
Management Rights Agreement dated as of October 29, 2012 by and among Fusion Telecommunications International, Inc., Fusion NBS Acquisition Corp. and Praesidian Capital Opportunity Fund III (12)
|
||
10.732
|
Management Rights Agreement dated as of October 29, 2012 by and among Fusion Telecommunications International, Inc., Fusion NBS Acquisition Corp. and Praesidian Capital Opportunity Fund III-A (12)
|
||
10.733
|
Management Rights Agreement dated as of October 29, 2012 by and among Fusion Telecommunications International, Inc., Fusion NBS Acquisition Corp., and Plexus Fund II, LP (12)
|
||
10.74
|
Small Business Side Letter dated October 29, 2012 – Plexus Fund II, LP (12)
|
||
10.75
|
Small Business Side Letter dated October 29, 2012– Praesidian Capital Opportunity Fund III-A, LP (12)
|
||
10.76
|
Waiver And Amendment to Securities Purchase Agreement is entered into as of August 14, 2013, by and among Fusion NBS Acquisition Corp, Fusion Telecommunications International, Inc., Network Billing Systems, LLC, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II, LP, and Praesidian Capital Opportunity Fund III, LP as agent (13)
|
||
10.77
|
Asset Purchase and Sale Agreement effective as of August 30, 2013 by and among Fusion Telecommunications International, Inc., Fusion Broadvox Acquisition Corp.; BroadvoxGo!, LLC,; and Cypress Communications, LLC (14)
|
||
10.78
|
Waiver And Second Amendment to Securities Purchase Agreement is entered into as of November 8, 2013, by and among Fusion NBS Acquisition Corp, Fusion Telecommunications International, Inc., Network Billing Systems, LLC, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II, LP, and Praesidian Capital Opportunity Fund III, LP as agent (15)
|
||
10.79
|
First Amendment to the Asset Purchase and Sale Agreement effective as of November 15, 2013 by and among Fusion Telecommunications International, Inc., Fusion Broadvox Acquisition Corp.; BroadvoxGo!, LLC,; and Cypress Communications, LLC (16)
|
||
10.80
|
Second Amendment to the Asset Purchase and Sale Agreement effective as of December 16, 2013 by and among Fusion Telecommunications International, Inc., Fusion Broadvox Acquisition Corp.; BroadvoxGo!, LLC,; and Cypress Communications, LLC (17)
|
||
10.81
|
Third Amendment to Securities Purchase Agreement is entered into as of December 16, 2013, by and among Fusion NBS Acquisition Corp, Fusion Telecommunications International, Inc., Network Billing Systems, LLC, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Plexus Fund II, LP, and Praesidian Capital Opportunity Fund III, LP as agent (17)
|
||
10.82
|
Form of Subscription Agreement (18)
|
||
10.83
|
Form of Common Stock Purchase Warrant (18)
|
||
10.84
|
Form of Registration Rights Agreement (18)
|
||
10.85
|
Form of Series C Note (18)
|
10.86
|
Amended and Restated Securities Purchase Agreement and Security Agreement dated December 31, 2013 by and among Fusion NBS Acquisition Corp., Fusion Telecommunications International, Inc., Network Billing Systems, LLC, Fusion BVX LLC, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, L.P., Plexus Fund III, L.P., Plexus Fund QP III, L.P. and United Insurance Company Of America (18)
|
||
10.87
|
First Amendment To Intercreditor Agreement dated as of December 31, 2013 by and among Prestige Capital Corporation, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, L.P., Plexus Fund III QP, L.P., United Insurance Company of America, Fusion NBS Acquisition Corp., Fusion Telecommunications International, Inc., Network Billing Systems, LLC and Fusion BVX LLC (18)
|
||
10.88
|
Form of Series D Note dated December 31, 2013 (18)
|
||
10.89
|
Form of Management Rights Letter dated December 31, 2013 (18)
|
||
10.90
|
Form of SBA Side Letter Dated December 31, 2013 (18)
|
||
10.91
|
Form of Lenders’ Warrant dated December 31, 2013 (18)
|
||
10.92
|
Joinder Agreement dated as of December 31, 2013 by and among Fusion Telecommunications International, Inc., Fusion NBS Acquisition Corp., Fusion BVX LLC in favor of Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, Plexus Fund II, L.P., Plexus Fund III, L.P., Plexus Fund QP III, L.P., and United Insurance Company Of America (18)
|
||
10.93
|
Assignment and Assumption Agreement dated as of December 31, 2013 by and among BroadvoxGo!, LLC, Cypress Communications, LLC, Fusion Telecommunications International, Inc., and Fusion BVX, LLC (18)
|
||
10.94
|
Bill of Sale dated as of December 31, 2013 delivered by BroadvoxGo!, LLC and Cypress Communications, LLC (18)
|
||
10.95
|
Limited Trademark License Agreement dated as of December 31, 2013 by and among Broadvox, LLC; Fusion Telecommunications International, Inc. and Fusion BVX LLC (18)
|
||
10.96
|
Transition Services Agreement by and among BroadvoxGO!, LLC, Cypress Communications, LLC, Fusion BVX LLC and Fusion Telecommunications International, Inc. (18)
|
||
14
|
Code of Ethics of Registrant (8)
|
||
23.1
|
Consent of Independent Registered Public Accounting Firm (****)
|
||
23.2
|
Consent of Counsel (included in Exhibit 5) (****)
|
||
(1)
|
Intentionally omitted.
|
(2)
|
Filed as an Exhibit to the Company’s Annual Report on Form 10-K filed April 13, 2011, and incorporated herein by reference.
|
(3)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on March 17, 2006, and incorporated herein by reference.
|
(4)
|
Filed as an Exhibit to the Company’s Annual Report on Form 10-K filed March 25, 2010, and incorporated herein by reference.
|
(5)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on December 15, 2006, and incorporated herein by reference.
|
(6)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on May 9, 2007, and incorporated herein by reference.
|
(7)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 23, 2007 and 8K/A on November 27, 2007, and incorporated herein by reference.
|
(8)
|
Filed as an Exhibit to the Company’s Annual Report on Form 10-K filed on March 31, 2006, and incorporated herein by reference.
|
(9)
|
Identical to Certificate of Rights and Preferences of Series A-2 Preferred Stock filed as an exhibit to Form 8-K on May 9, 2007.
|
(10)
|
Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 filed on November 15, 2011 and incorporated herein by reference.
|
(11)
|
Filed as an Exhibit to the Company’s Annual Report on Form 10-K filed March 30, 2012 and incorporated herein by reference.
|
(12)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 2, 2012 and incorporated herein by reference.
|
(13)
|
Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q filed on August 19, 2013 and incorporated herein by reference.
|
(14)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on September 4, 2013 and incorporated herein by reference.
|
(15)
|
Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2013 and incorporated herein by reference.
|
(16)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on November 21, 2013 and incorporated herein by reference.
|
(17)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K filed on December 19, 2013 and incorporated herein by reference.
|
(18)
|
Filed as an Exhibit to the Company’s Current Report on Form 8-K/A filed on January 7, 2014 and incorporated herein by reference.
|
*
|
Originally filed with the Company’s Registration Statement no. 33-120412 and incorporated herein by reference.
|
**
|
Originally filed with the Company’s Registration Statement no. 33-120206 and incorporated herein by reference.
|
***
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
****
|
Filed herewith.
|
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
|
|||
|
By:
|
/s/ Matthew Rosen | |
Matthew Rosen | |||
Chief Executive Officer (Principal Executive Officer)
|
|||
|
By:
|
/s/ Gordon Hutchins, Jr. | |
Gordon Hutchins, Jr. | |||
President, Chief Operating Officer, Acting Chief Financial Officer (Principal Financial Officer)
|
|
By:
|
/s/ Marc Gelberg | |
Senior Vice President - Finance (Principal Accounting Officer)
|
|||
SIGNATURE
|
TITLE
|
DATE
|
||
/s/ Marvin S. Rosen
|
Chairman the Board of Directors
|
June 18, 2014
|
||
Marvin S. Rosen
|
||||
/s/ Matthew D. Rosen
|
Chief Executive Officer, Principal Executive Officer and Director
|
June 18, 2014
|
||
Matthew D. Rosen
|
||||
/s/ Philip D. Turits
|
Secretary, Treasurer and Director
|
June 18, 2014
|
||
Philip D. Turits
|
||||
/s/ E. Alan Brumberger
|
Director
|
June 18, 2014
|
||
E. Alan Brumberger | ||||
|
Director
|
June 18, 2014
|
||
Jack Rosen | ||||
|
Director
|
June 18, 2014
|
||
Paul C. O’Brien
|
||||
/s/ Michael J. Del Giudice
|
Director
|
June 18, 2014
|
||
Michael J. Del Giudice
|
||||
Larry Blum
|
Director
|
June 18, 2014
|
||
|
|
June 18, 2014
|
||
William Rubin
|
Director
|
Exhibit
Number
|
Description
|
Opinion and Consent of Steven I. Weinberger, P.A. (includes Exhibit 23.2)
|
|
Consent of Independent Registered Public Accounting Firm
|
|
23.2
|
Consent of Steven I. Weinberger, P.A. (included in Exhibit 5.1)
|
|
Re:
|
Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 (the "Registration Statement"); Fusion Telecommunications International, Inc. (the "Company")
|