-----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, UuzycbvmwVygpYIr5a0N0LPxP1Z9q3eLtv3WjniCGhQczpzpWqizMgSCDh7hwsgX 15z9XSSZHjDjckDWM0x8Mg== 0001361106-09-000122.txt : 20090303 0001361106-09-000122.hdr.sgml : 20090303 20090303170825 ACCESSION NUMBER: 0001361106-09-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090225 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20090303 DATE AS OF CHANGE: 20090303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IX ENERGY HOLDINGS, INC. CENTRAL INDEX KEY: 0001432140 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 364620445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-151381 FILM NUMBER: 09652544 BUSINESS ADDRESS: STREET 1: 711 THIRD AVENUE STREET 2: SUITE1505 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 682-5068 MAIL ADDRESS: STREET 1: 711 THIRD AVENUE STREET 2: SUITE1505 CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: YOO INC DATE OF NAME CHANGE: 20080410 8-K 1 ixenergy_8k-022509.htm CURRENT REPORT ixenergy_8k-022509.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2009

IX ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
333-151381
36-4620445
(State or Other Jurisdiction
of Incorporation) 
(Commission File
Number)
(I.R.S. Employer
Identification Number)
 
 
(Address of principal executive offices) (zip code)

(212) 682-5068
 (Registrant's telephone number, including area code)
 
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 3.02    Unregistered Sales of Equity Securities
 
On February 25, 2009, IX Energy Holdings, Inc. (the “Company”)  accepted subscriptions for a total of 7.25 Units or gross proceeds of $725,000, consisting of an aggregate of 1,812,500 shares of the Company’s common stock, par value $.0001 per share, and three-year Warrants to purchase an aggregate of 1,812,500 shares of common stock at an exercise price of $0.50 per share for a purchase price of $100,000 per Unit pursuant to the terms of a Confidential Private Offering Memorandum, dated August 22, 2008, as supplemented.
 
The Private Placement was made solely to “accredited investors,” as that term is defined in Regulation D under the Securities Act. The securities sold in the Private Placement were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.
 
We agreed to pay the placement agents commissions of 8% of the aggregate purchase price of units sold to investors in the private placement.  In addition, certain placement agents also received three-year warrants to purchase such number of shares of common stock equal to 8% of the common stock sold to the investors in the private placement, at an exercise price of $0.50 per share.

 

 
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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  IX Energy Holdings, Inc.  
   
 
 
  
Dated: March 3, 2009
By:
/s/ Steven Hoffmann   
  Name:  Steven Hoffmann  
  Title:  Chief Executive Officer   
       

 
 
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