-----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, QrVJJVHZgf5t2kvTxwmeuSp/k63E5Vl57vKxa6zSkb6lLxB1dhQCU5E2NOuaTn3c f1vuJXveEwLzKqmE/hoQiQ== 0001157523-10-000836.txt : 20100211 0001157523-10-000836.hdr.sgml : 20100211 20100211100243 ACCESSION NUMBER: 0001157523-10-000836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091230 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20100211 DATE AS OF CHANGE: 20100211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTS SOFTWARE INC CENTRAL INDEX KEY: 0000796655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133054685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16299 FILM NUMBER: 10589904 BUSINESS ADDRESS: STREET 1: 71 STEVENSON STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 6509310500 MAIL ADDRESS: STREET 1: 71 STEVENSON STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: ANTS SOFTWARE COM INC DATE OF NAME CHANGE: 19990806 FORMER COMPANY: FORMER CONFORMED NAME: CHOPP COMPUTER CORP /DE/ DATE OF NAME CHANGE: 19990805 FORMER COMPANY: FORMER CONFORMED NAME: SULLIVAN COMPUTER CORP DATE OF NAME CHANGE: 19870108 8-K 1 a6176360.htm ANTS SOFTWARE INC. 8-K

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 11, 2010 (December 30, 2009)

ANTS SOFTWARE INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-16299

13-3054685

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

71 Stevenson St., Suite 400, San Francisco, CA

94105

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  (650) 931-0500



 

(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):

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 3.02 Unregistered Sales of Equity Securities.

Between December 30, 2009 and February 10, 2010, the Company engaged in a private placement transaction in which 1,836,572 shares of restricted Common Stock of the Company were sold at a per share price of $0.40.  In addition to each share of Common Stock sold in the above transaction, each purchaser also received a warrant to purchase one share of restricted Common Stock in the Company at $0.50 per share, such warrants to expire one year from purchase of the initial Common Stock shares.

The purchasers of the Common Stock qualify as accredited investors as such term is defined in Rule 501 under the Securities Act of 1933, as amended (the “1933 Act”). The Common Stock issued by the Company to the investors has not been registered under the Act.  The offer and sale of these shares was made in connection with a private placement and is exempt from the registration requirements of the Act pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  This current report is neither an offer to sell, nor a solicitation of offers to purchase, securities.

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.


 

ANTs software inc.

 

Date:

February 11, 2010

By:

/s/ Joseph Kozak

Joseph Kozak, Chairman and Chief

Executive Officer

-2-

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