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: October 8, 2004
VisiJet, Inc.
-------------
(Exact name of the Company as specified in its charter)
Delaware 0--256111 33-0838660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
192 Technology Drive, Suite Q
Irvine, California 92618
(Address of principal executive offices)
The Company's telephone number, including area code:
949-453-9652
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 2.03 of this Report.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 8, 2004, the Registrant consummated a transaction with
Bridges & Pipes LLC ("Bridges & Pipes"), LibertyView Special Opportunities Fund
("LibertyView"),Little Gem Life Sciences Fund, LLC and Gamma Opportunity Capital
Partners, LP (the "Investors") under which the Investors purchased an aggregate
of $ 850,000 of senior secured Convertible Debentures from the Registrant. The
Convertible Debentures are convertible into Common Stock of the Company based on
a conversion price of $0.35 per share, subject to anti-dilution adjustments.
In connection with the transaction the Registrant also agreed to issue
to the Investors Warrants to purchase an aggregate of 850,000 shares of Common
Stock at an exercise price of $0.40 per share, subject to adjustment as defined
in the respective Warrant Agreements. All Warrants expire on the fifth
anniversary of the date of issuance. In addition, the Registrant granted the
Investors certain registration rights with respect to the shares of Common Stock
issuable upon conversion of the Convertible Debentures and upon exercise of the
Warrants, which include penalty provisions if the Registrant fails to file a
Registration Statement covering the shares by November 8, 2004.
The Registrant also agreed to modify certain terms and conditions
included in Convertible Debentures and related agreements entered into in June
and July, 2004 with Bushido Capital Master Fund, L.P., Bridges & Pipes and
LibertyView. The modifications included a reduction in the conversion price of
the Convertible Debentures to $ .35 per share, a reduction in the exercise price
of the Warrants to $ .40 per share, the issuance of warrants to purchase 500,000
shares, and the issuance of an additional 261,428 shares of Common Stock. As a
result of the modification, the Registrant is no longer in default under the
covenants in those agreements.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See Item 2.03 of this Report.
The Company believes that each of the securities issuances described
therein was exempt from the registration requirements of the Securities Act of
1933, as amended, by reason of Section 4(2) thereof and Regulation D thereunder.
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.
VisiJet, Inc., a Delaware
corporation
By: /s/ Laurence M. Schreiber
--------------------------------
Laurence M. Schreiber, Secretary
Date: October 14, 2004