Unassociated Document
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 25,
2007
INNOVA
ROBOTICS & AUTOMATION, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-33231
|
95-4868120
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
| |
|
|
15870
Pine Ridge Road, Fort Myers, Florida 33908
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (239) 466-0488
Copies
to:
Gregory
Sichenzia, Esq.
Stephen
M. Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
Entry into a Material Definitive Agreement.
On
October 25, 2007, Innova Robotics and Automation, Inc. (the “Company”) entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with Yorkville
Advisors LLC (the “Investor”) providing for the sale by the Company to the
Investors of (i) 12% Secured Convertible Debentures in the aggregate principal
amount of $600,000 (the “Debentures”) due on October 25, 2009 (the “Repayment
Date”) and (ii) common stock purchase warrants (the “Warrants”) issuable if the
Debentures are redeemed.
The
Debentures are convertible into shares of the Company’s common stock at the
lesser of (1) 0.02 or eighty five percent (85%) of the lowest closing bid price,
as quoted by Bloomberg LP, of the Company’s common stock for thirty (30) trading
days immediately preceding a conversion date.
The
Company will have the right to redeem any or all of the amounts outstanding
under the Debentures with 3 trading days advance written notice to the Investor.
The redemption price will be equal to 120% of face value. In
the
event that the Company exercises its right of redemption for either all or
a
portion of the outstanding Debentures, the Investor shall receive a warrant
to
purchase 35,000 shares of Common Stock for every $100,000 redeemed at an
exercise price of $0.025.
The
Investor has agreed not to short any of the shares of Common Stock of the
Company. The Investor shall be granted a security interest in all the assets
of
the Company, including a first security interest on all the intellectual
property of Robotic Workspace Technologies, Inc., a wholly-owned subsidiary
of
the Company.
In
connection with the Purchase Agreement, the Company also entered into a
registration rights agreement (the “Registration Rights Agreement”) providing
for the filing of a registration statement (the “Registration Statement”) with
the Securities and Exchange Commission registering the Common Stock issuable
upon conversion of the Debentures no later than 30 days following a written
demand from the Investors requesting the filing of such Registration
Statement. The Company is obligated to use its best efforts to cause the
Registration Statement to be declared effective no later than 120 calendar
days
from the filing date of the Registration Statement. In the event the
Registration Statement is not timely filed or declared effective, then the
Company shall pay to the Investors, a cash amount equal to 2.0% of the aggregate
purchase price paid by the holder pursuant to the Securities Purchase Agreement
for any Debenture then held by such holder, with a cap of 24%, as liquidated
damages and not as a penalty.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except
as
shall be expressly set forth by specific reference in such filing.
Item
3.02 Unregistered
Sales of Equity Securities.
See
Item
1.01 above. All securities were issued pursuant to Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Act"), and/or
Section 4(2) of the Act.
|
Exhibit
Number
|
|
Description
|
|
4.1
|
|
Securities
Purchase Agreement, dated October 25th,
2007
|
|
4.3
|
|
Secured
Convertible Debenture, dated October 25th,
2007
|
|
4.5
|
|
Redemption
Warrant, dated October 25th
, 2007
|
|
4.7
|
|
Registration
Rights Agreement, dated October 25th,
2007
|
|
4.8
|
|
Security
Agreement, dated October 25th,
2007
|
|
4.9
|
|
Robotic
Workspace Technologies, Inc. Patent and Trademark Agreement, dated
October
25th,
2007
|
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.
| |
|
|
| |
INNOVA
ROBOTICS & AUTOMATION, INC. |
|
|
|
| Date:
November 6, 2007 |
|
/ /s/
Eugene V. Gartlan |
| |
|
| |
Eugene
V. Gartlan
Chief
Executive Officer
|