UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) June
24, 2005
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NUVIM,
INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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000-51359
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13-4083851
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(Commission
File Number)
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(IRS
Employer Identification No.)
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12
Route 17 North, Suite 210
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Paramus,
NJ
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07652
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(201)
556-1010
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(Registrant’s
Telephone Number, Including Area
Code)
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(Former
Name or Former Address, if Changed Since
Last Report)
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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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)
Section
3 - Securities and Trading Markets
Item
3.02. Unregistered
Sales of Equity Securities.
On
June
24, 2005, NuVim, Inc. (the “Company”) issued the following unregistered
securities concurrently with the closing of its initial public offering
(“IPO”):
1. The
Company issued 250,000 shares of its Common Stock to two accredited investors,
pursuant to a conversion agreement under which $500,000 in principal owed
to the
investors under a series of bridge loan notes were converted to Common Stock
concurrently with the closing of the Company’s IPO at a price of $2.00 per
share. The Company issued the shares pursuant to the exemptions from
registration provided by Section 4(2) and Section 4(6) (of the Securities
Act of
1933, as amended (the “Act”).
2. The
Company issued an aggregate of 250,696 shares of its Common Stock to three
executive officers who agreed to accept shares of the Company’s Common Stock in
payment for past due salaries that they had deferred in the aggregate amount
of
$593,751. Of these shares, 79,179 shares were issued at $1.00 per share and
171,529 shares were issued at $3.00 per share. The Company issued the shares
pursuant to the exemptions from registration provided by Section 4(2) and
Section 4(6) of the Act.
3. The
Company issued 23,000 shares of its Common Stock to its Chief Executive Officer
who had advanced the Company $69,000 to cover manufacturing costs. The shares
were issued at a price of $3.00 per share. The Company issued the shares
pursuant to the exemptions from registration provided by Section 4(2) and
Section 4(6) of the Act.
4. The
Company issued 131,215 shares of Common Stock to 10 holders of notes payable
and
accounts payable, all of whom had agreed to accept shares of the Company’s
Common Stock in lieu of a cash payment of the obligation owed to them. The
shares were issued at $3.00 per share. These investors represented to the
Company that they had the knowledge and experience in business, tax and
financial matters generally and in particular, with respect to investments
in
securities, such that they were able to evaluate the merits and risks of
an
investment in the securities and to make an informed decision. The Company
issued the shares pursuant to the exemption from registration provided by
Section 4(2) of the Act.
5. The
Company issued an aggregate of 461,700 to four affiliated accredited investors
who had agreed to accept the shares as payment in full for approximately
$6,100,000 of indebtedness owed to them by the Company, of which $2,500,000,
plus interest represented the amount due by the Company on its bank loan
with
Wachovia Bank. The per share price was approximately $13.21. The Company
issued
the shares pursuant to the exemptions from registration provided by Sections
4(2) and 4(6) of the Act.
6. Pursuant
to the terms of the Certificate of Designations of Preferences of Series
A
Convertible Preferred Stock, as amended and restated and currently in effect,
and the Certificate of Designations of Preferences of Series C Convertible
Preferred Stock, as amended and restated and currently in effect, an aggregate
4,875,850 shares of Series A Convertible Preferred Stock and an aggregate
of
3,623,000 shares of Series C Convertible Preferred Stock automatically converted
into an aggregate of 154,613 shares of Common Stock concurrently with the
closing of the IPO. The shares were issued pursuant to the exemption from
registration provided by Section 3(a)(9) of the Act.
7. The
Company issued 245,000 shares of its Common Stock, 245,000 five-year redeemable
warrants exercisable at $1.50 and 245,000 five-year warrants exercisable
at
$2.00 to one accredited investor. The redeemable warrants may be called by
the
Company at any time after its Common Stock closes at a price of $2.00 or
more
for five consecutive trading days. Upon 30 days’ notice, the warrants will be
redeemed, if not exercised, by the payment of $0.25 per warrant. These
securities were issued upon the automatic conversion of a convertible promissory
note in the face amount of $175,000. In accordance with the terms of the
convertible note, upon the closing of the Company’s IPO, the note converted into
$245,000 of unregistered units identical to those sold in the IPO, at the
$1.00
IPO price. These securities were issued pursuant to the exemption from
registration provided by Sections 4(2) and 4(6) of the Act.
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, thereunto
duly authorized.
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NUVIM,
INC. |
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By: |
/s/
Richard P. Kundrat |
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Richard
P. Kundrat |
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Chief
Executive Officer |
Date:
June 30, 2005