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TOPIC: USWI - U. S. Wireless Data, Inc.

USWI - U. S. Wireless Data, Inc. 13 years 2 months ago #954

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[USWI - U. S. Wireless Data, Inc.]
They raised antoher $800,000 in stock sales. What are they going to do with this cash?

On March 10, 2006, U.S. Wireless Data, Inc., a Delaware corporation (the “Company”), received funds from a private placement offering of units consisting of (i) one share of its common stock, par value $.01 per share (“Common Stock”), and (ii) one warrant (the “Warrant”) to purchase, for a period of two years and at an exercise price of $2.00 per share, one full share of Common Stock (each unit sold at an offering price of $1.00 per unit (the “Units”)) to certain accredited investors pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the private placement, the Company sold 800,000 Units at a purchase price of $1.00 per Unit for aggregate gross proceeds of $800,000. The investors executed subscription agreements and acknowledged, among other things, that the securities to be issued have not been registered under the Securities Act, that the investors understood the economic risk of an investment in the Units, and that the investors had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to acquisition of the Units. The subscription agreement also provides for “piggyback” registration rights, subject to the ability of an underwriter of an underwritten offering to exclude or cut back such rights, as to registration statements on forms appropriate for such purpose, filed after the closing of the private placement. The Company will use the proceeds from the sale of the Units for working capital and general corporate purposes. No underwriter or placement agent was involved in the transaction, and no commissions or other remuneration were paid in connection with the offer and sale of the Units.

In connection with the receipt of funds from the financing described above, on March 10, 2006, a Management Agreement with Trinad Management, LLC ("Trinad") and the Company, pursuant to which Trinad agrees to provide the Company with certain management services (the "Management Services"), including without limitation, the sourcing, structuring and negotiation of a potential business combination involving the Company became effective. As compensation for such Management Services the Company shall pay Trinad a monthly management fee of $30,000 for a period of five years. The Company may terminate the agreement by paying a termination fee of $1,000,000. Trinad and its affiliates collectively own approximately 55% of the Company's issued and outstanding Common Stock. A copy of the Management Agreement is attached as Exhibit 10.2 to this report.

SEC 8K Filing
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