Entry into a Material Definitive Agreement, Unregistered Sale of Equ
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 23, 2014, Soul and Vibe Interactive Inc. (the "Company") completed the initial closing of a private placement financing transaction (the "Transaction") with an accredited investor (the "Investor"), pursuant to a Securities Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Investor purchased 300,000 shares of the Company's Common Stock (the "Shares") for a per share purchase price of $0.29 per share, which price was based on the average trading price of such shares for the 5 trading days prior to the initial closing, and accordingly the Company received aggregate gross proceeds of $87,000, excluding transaction costs, fees and expenses. The Investor has agreed to purchase an additional 3,300,000 Shares on a monthly basis, subject to the fulfillment of certain conditions as more fully described in the Purchase Agreement, between the date of the Purchase Agreement and the one-year anniversary thereof.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The Shares were issued in a private placement under Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D under the Securities Act. The Investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act.
In addition, as reported on a Form D filed January 17, 2014, on January 7, 2014 the Company sold an aggregate of 500,000 shares of its Common Stock to an accredited investor pursuant to Rule 506 of Regulation D under the Securities Act for an aggregate purchase price of $50,000.
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