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): July 20, 2011
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ANTS SOFTWARE INC. |
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(Exact name of Registrant as specified in its charter) |
| Delaware | 000-16299 | 13-3054685 |
| (State of incorporation) | (Commission File Number) |
(IRS Employer
Identification No.) |
1031 Cambridge Square,
Suite
F
Alpharetta,
Georgia 30009
(Address
of principal executive offices / Zip Code)
(856) 914-5200
(Registrant’s
telephone number, including area code)
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:
⃞ 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.
Sale of Shares to Private Investor
On July 20, 2011, ANTs software inc. (“ANTs” or the “Company”) issued one million (1,000,000) units at $0.10 per unit, each unit consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (ii) a warrant to purchase one share of Common Stock at $0.12 per share (expiring 12 months from date of issue), to an individual investor in reliance on the private placement exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof.
Sale of Shares to Ironridge Global IV, Ltd.
On July 29, 2011, the Company issued one million (1,000,000) shares of Common Stock (the “Ironridge Shares”) to Ironridge Global Technology, a division of Ironridge Global IV, Ltd. (“Ironridge”) in reliance on the private placement exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.
The Ironridge Shares were issued pursuant to a Stipulation for Settlement of Claims (the “Stipulation”) filed by the Company and Ironridge in the Superior Court for the State of California, County of Los Angeles (Case No. BC466223) on July 29, 2011 in settlement of claims purchased by Ironridge from certain creditors of the Company in the aggregate amount equal to $254,634 (the “Claim Amount”), plus interest, attorneys fees and costs. Pursuant to the Stipulation, the Company was required to issue and deliver 5,542,259 shares of Common Stock (the “Initial Issuance”), including 4,542,259 shares of Common Stock held by Ironridge that were delivered on July 1, 2011 and previously reported on the Company’s Current Report on Form 8-K, filed on July 6, 2011. Ironridge will ultimately be entitled to retain a number of shares of Common Stock (the “Final Amount”) that is equal to the Claim Amount plus a transaction fee of $12,732 and reasonable attorneys fees divided by seventy percent (70%) of the volume weighted average price (“VWAP”) as reported by Bloomberg over a period of time beginning on the date on which Ironridge receives the Ironridge Shares and ending on the date on which the aggregate trading volume of the Company’s common stock is equal to $600,000.00 (excluding the date with the highest trading volume and the day with the lowest trading volume) (such period being the “Calculation Period”). For every million shares that trade during the Calculation Period, Ironridge has the right to cause the Company to immediately issue to Ironridge additional shares of Common Stock (each, an “Additional Issuance”) (provided, however, that at no time may Ironridge and its affiliates collectively own more than 4.99% of the total number of shares of Common Stock outstanding). At the end of the Calculation Period, (a) if the sum of the Initial Issuance and any Additional Issuance is less than the Final Amount, the Company shall immediately issue additional shares to Ironridge so that the total issuance is equal to the Final Amount and (b) if the sum of the Initial Issuance and any Additional Issuance is greater than the Final Amount, Ironridge will return any remaining shares to the Company for cancellation.
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.
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ANTs software inc. |
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Date: |
August 2, 2011 |
By: |
/s/ Joseph Kozak |
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Joseph Kozak, President and |
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Chief Executive Officer |