Circle Entertainment, Inc. 8-K 2010
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FX Real Estate and Entertainment Inc.
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 1.01 Entry into a Material Definitive Agreement.
On March 11, 2010, FX Real Estate and Entertainment Inc. (the "Company") entered into subscription agreements (the "Subscription Agreements") with certain of its directors, executive officers and greater than 10% stockholders (as named below in Item 3.02, the "Purchasers"), pursuant to which the Purchasers purchased from the Company an aggregate of 600 Units (the "Units") at a purchase price of $1,000 per Unit. Each Unit consists of (x) one share of the Company’s newly issued Series A Convertible Preferred Stock, $0.01 par value per share (the "Series A Convertible Preferred Stock"), and (y) a warrant to purchase up to 10,277.49 shares of the Company’s common stock (such number of shares being equal to the product of (i) the initial stated value of $1,000 per share of Series A Convertible Preferred Stock divided by the weighted average closing price per share of the Company’s common stock as reported on the Pink Sheets over the 30-day period immediately preceding the closing date (the "Closing Price") and (ii) 200%) at an exercise price of $0.2919 per share (such exercise price representing 150% of the Closing Price) (the "Warrants"). The Warrants are exercisable for a period of 5 years. The Company generated aggregate proceeds of $600,000 from the sale of the Units pursuant to the Subscription Agreements. The Company has committed to use the proceeds to fund expenses associated with evaluating a new line of business described in Item 8.01 below.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Subscription Agreements described in Item 1.01 above, the Company sold the following equity securities in a private placement:
Item 8.01 Other Events.
The Company has entered into a letter of intent with a private company and its principal under which the Company has been afforded a 90-day exclusivity period through June 10, 2010 for the purposes of evaluating the counterparties’ business and the feasibility of developing amusement rides in, among other venues, Orlando, Florida, as well as negotiating related agreements. In connection therewith, the Company has agreed to incur expenses of approximately $500,000. The Company is in the early stages of such evaluation and there is no assurance such evaluation will be satisfactory to the Company or, if satisfactory, that the parties can negotiate the related agreements.
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.