-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T2EB9VNM3RK2lbRUi0PQRzNRbK1cDOEQGw0Q64YuIkyDBZVynFeD3WvlP29Dglw9 4SvHCeur96RmXupIEoBjRg== 0001013762-08-000255.txt : 20080205 0001013762-08-000255.hdr.sgml : 20080205 20080205095240 ACCESSION NUMBER: 0001013762-08-000255 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Metaswarm Inc. CENTRAL INDEX KEY: 0001410730 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 651081050 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52847 FILM NUMBER: 08574368 BUSINESS ADDRESS: STREET 1: 530 S LAKE AVENUE STREET 2: NO 186 CITY: PASADENA STATE: CA ZIP: 91106 BUSINESS PHONE: (626) 440-0354 MAIL ADDRESS: STREET 1: 530 S LAKE AVENUE STREET 2: NO 186 CITY: PASADENA STATE: CA ZIP: 91106 FORMER COMPANY: FORMER CONFORMED NAME: Metaswarm Holdings Corp. DATE OF NAME CHANGE: 20070827 8-K/A 1 form8ka.htm METASWARM, INC. FORM 8-K/A form8ka.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2008

METASWARM, INC.
(Exact name of registrant as specified in its charter)

Florida
000-52847
65-1081050
(State of Other Jurisdiction of Incorporation)
(Commission File Number)
IRS Employer Identification Number)

530 S.  Lake Ave. #186, Pasadena, CA 91101
(Address of principal executive offices)

(626) 792-0153
 (Registrant's telephone number, including area code)
 
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
 
ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 22, 2008, pursuant to the terms of a securities purchase and security agreement (the “Purchase Agreement”), MetaSwarm, Inc. (the “Company”) issued and sold secured convertible notes in the aggregate principal amount of $1,000,000 (the “Secured Convertible Notes”) and warrants to purchase an aggregate of 2,500,000 shares of the Company’s common stock for a net purchase price of $985,000 (reflecting a loan origination fee of $15,000) in a private placement.  The Company received net proceeds of $856,220 (net of placement agent fees of $85,000 and other closing costs of $58,780) from the private placement.   The placement agent also received warrants to purchase an aggregate of 500,000 shares of the Company’s common stock.  The Secured Convertible Notes are secured by all assets of the Company (including the Company’s inventions and patent applications which are secured by a patent security agreement), bear interest at a rate of 14% per annum, mature one year from the date of issuance and are convertible into shares of common stock of the Company at a rate of $0.20 per share.    The warrants are exercisable for a period of ten years at $0.202 per share.
 
The foregoing description of the Purchase Agreement, the Patent Security Agreement, the Secured Convertible Notes and the Warrants does not  purport to be complete and is qualified in its entirety by reference to these agreements which are attached as exhibits to this Current Report and are incorporated into this Item by reference

 
ITEM 2.03    CREATION OF A DIRECT FINANCIAL OBLIGATION

See Item 1.01 above, which is incorporated herein by reference.
 
 ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES
 
See Item 1.01 above, which is incorporated herein by reference.
 
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
 
 
Not Applicable
 
(b) Pro Forma Financial Information
 
Not Applicable
 
(c) Exhibits
 
 4.8   Securities Purchase and Security Agreement (1)
   
 4.9    Patent Security Agreement (1)
   
 4.10   Form of Secured Convertible Note (1)
   
 4.11  Form of Warrant (1)
   
 
(1) Incorporated by reference to the Form 8-K filed by the Company on January 25, 2008







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 hereunto duly authorized.
 
 
METASWARM, INC.
  
       
Dated: January 31, 2008 
By:
/s/ Marvin Shannon  
    Name: Marvin Shannon  
    Title: Chief Executive Officer  
       

                                           



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