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: November 4, 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 it issued $15.5 million of Secured
Convertible Term Notes to the purchasers named in the Purchase
Agreement. On October 8, 2008, the Company entered into a preliminary
agreement (the “Preliminary Agreement”) with the holders of a majority of the
outstanding principal amount of the Secured Convertible Term Notes pursuant to
which such holders agreed to receive the interest payment due September 30,
2008, under the Secured Convertible Term Notes (an aggregate of approximately
$201,000) in shares of the Company’s common stock instead of cash (this
preliminary agreement was previously reported on a Current Report on Form 8-K
dated October 8, 2008. On November 4, 2008, the Company entered into an
agreement (the “Waiver Agreement”) with the holders of a majority of the
outstanding principal amount of the Secured Convertible Term Notes pursuant to
which such holders finalized the terms contained in the Preliminary
Agreement. The Company has issued 33,517,805 shares of its common
stock to the holders of the Secured Convertible Term Notes pursuant to the
Waiver Agreement, which is based on a per share price of $0.006. 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. The Company
would resume paying quarterly interest in cash beginning with the quarterly
interest due in January 2009.
Item
3.02 Unregistered Sales of Equity Securities.
On
November 7, 2008, pursuant to the terms of the Waiver Agreement, the Company
issued 33,517,805 shares of its common stock to the eleven (11) holders of the
Secured Convertible Term Notes, each of whom is an accredited
investor. The shares were issued to pay the interest due on the
Secured Convertible Term Notes at a price per share of $0.006. The
Company did not pay any fees or commissions in connection with the
issuance.
The
shares of common stock were issued pursuant to the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended, and the
regulations promulgated thereunder, because the shares were issued to
sophisticated persons in a private transaction.
Item
5.02 Departure of Directors or Principle Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On
November 4, 2008, Laura C. Sachar resigned from the Board of Directors of a21,
Inc. (the “Company”). Ms. Sachar’s resignation was due to
professional and personal circumstances and, to the knowledge of the Company,
did not involve a disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Agreement
dated November 4, 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.
a21,
INC.
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By:
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/s/
R. LaDuane Clifton
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R.
LaDuane Clifton
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Chief
Financial Officer
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Dated:
November 10, 2008
EXHIBIT
INDEX
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10.1
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Agreement
dated November 4, 2008
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