UNITED
STATES
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 1934
Date
of Report: January 31, 2008
a21,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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000-51285
(Commission
File Number)
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74-2896910
(I.R.S.
Employer Identification No.)
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7660
Centurion Parkway, Jacksonville, Florida
(Address
of Principal Executive Offices)
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32256
(Zip
Code)
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Registrant’s
telephone number, including areas code: (904) 565-0066
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(Former
Name or Former Address, is 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 A2. below):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] 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 April
27, 2006 a21, Inc. (the Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) pursuant to which is issued $15.5 million of Secured
Convertible Term Notes with the purchasers named in the Purchase
Agreement. On January 31, 2008, the Company entered into a waiver
agreement with the holders of a majority of the outstanding principal amount of
the Secured Convertible Term Notes, to waive cash quarterly interest payments
until March 31, 2008. In accordance with Section 9.5 of the Purchase
Agreement and Section 5.5 of the Secured Convertible Term Notes, note holders
representing a majority of the aggregate principal amount of all of the
outstanding Secured Convertible Term Notes have authority to amend the terms of
the notes. Instead of paying in cash, the agreement provides that the Company
will settle quarterly interest payments due in January and April 2008 with new
notes in the aggregate principal amount equal to the interest due, having
substantially the same terms as the original notes. The Company would resume
paying quarterly interest in cash beginning with the quarterly interest due in
July 2008.
Item
9.01: Exhibits.
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10.1
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Form
of Waiver dated January 31, 2008
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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 hereunto
duly authorized.
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a21,
INC.
By:
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/s/
Thomas Costanza
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Thomas
Costanza
Chief
Financial Officer
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Dated:
February 6, 2008
EXHIBIT
INDEX
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10.1
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Form
of Waiver dated January 31, 2008
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