0001157523-11-005700.txt : 20111013 0001157523-11-005700.hdr.sgml : 20111013 20111013105724 ACCESSION NUMBER: 0001157523-11-005700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111007 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events FILED AS OF DATE: 20111013 DATE AS OF CHANGE: 20111013 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: 111138814 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 a50028263.htm ANTS SOFTWARE INC. 8-K a50028263.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): October 7, 2011

ANTS SOFTWARE INC.
(Exact name of registrant as specified in 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:

o Written communications pursuant to Rule 425 under the Securities Act.
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
 
 
 
 
 
Item 3.02    Unregistered Sales of Equity Securities.

On October 7, 2011, ANTs software inc. (the “Company”) issued four million three hundred forty five thousand six hundred and three (4,345,603) shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) to StreetCapital, Inc. (“StreetCapital”) in reliance on the private placement exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof and corollary provisions of the Georgia Securities Act (the “StreetCapital Shares”) and in connection with the Settlement Agreement between the Company and StreetCapital, as more fully described in Item 8.01 of this Current Report on Form 8-K.

Item 8.01    Other Events.

On October 4, 2011 the Company entered into a Settlement Agreement (the “Settlement Agreement”) with StreetCapital in full settlement of StreetCapital’s claims against the Company.  A description of StreetCapital’s claims against the Company is contained in the Company’s Form 10-K for the fiscal year ended December 31, 2010, under Item 3. Legal Proceedings.

The Settlement Agreement was approved by the Superior Court of Fulton County, State of Georgia in an order dated October 7, 2011.  Pursuant to the Settlement Agreement and the related Stipulation of Settlement of Claims, dated October 4, 2011 (the “Stipulation”), in consideration of mutual releases of the claims at issue, the Company agreed to issue the StreetCapital Shares.  In addition, the Company agreed to replace the three warrants previously issued to StreetCapital (in the aggregate permitting the purchase of up to 296,641 shares of Common Stock for exercise prices of $0.90 and higher) for replacement warrants exercisable for the same number of shares at an exercise price of $0.5261 per share.  In addition, as part of the Settlement Agreement, the Company issued a new warrant to StreetCapital for the purchase of 414,722 shares of Common Stock at an exercise price of $0.5261 per share, which is deemed to be issued on January 6, 2011.
 
 
 
 
 
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.


  Date:     October 13, 2011
     ANTs software inc.
     
  By: /s/
Joseph Kozak
   
Joseph Kozak, President and
   
Chief Executive Officer