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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BigString Corporation (CE) | USOTC:BSGC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31,
2008
|
or
|
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
20-0297832
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Item
10
.
|
Directors, Executive
Officers and Corporate
Governance
.
|
Name and
Address
|
Age
|
Principal Occupation
or Employment
|
Darin
M. Myman
|
44
|
President
and Chief Executive Officer of BigString
|
Robert
S. DeMeulemeester
|
42
|
Executive
Vice President, Chief Financial Officer and Treasurer of
BigString
|
Adam
M. Kotkin
|
29
|
Chief
Operating Officer and Secretary of BigString
|
Todd
M. Ross
|
35
|
President
and Chief Executive Officer of TM Ross Insurance Brokerage,
LLC
|
Marc
W. Dutton
|
38
|
President
– FJA-US
Inc.
|
Name
|
Age
|
Position
|
Darin
M. Myman
|
44
|
President
and Chief Executive Officer
|
Robert
S. DeMeulemeester
|
42
|
Executive
Vice President, Chief Financial Officer and Treasurer
|
Adam
M. Kotkin
|
29
|
Chief
Operating Officer and
Secretary
|
2008 SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Darin
M. Myman,
President
and Chief
Executive
Officer
|
2008
2007
|
$ 126,000
$ 142,000
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 21,632
$
---
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 14,919
(2)
$ 13,023
(2)
|
$ 162,551
$ 155,023
|
Robert
S.
DeMeulemeester,
Executive
Vice
President,
Chief
Financial
Officer and
Treasurer
|
2008
2007
|
$ 137,400
$ 129,999
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 67,593
$ 11,175
|
$ ---
$ ---
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 204,993
$ 141,174
|
Adam
M. Kotkin,
Chief
Operating
Officer
and
Secretary
|
2008
2007
|
$
87,800
$
84,000
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 110,551
$
38,412
|
$ ---
$ ---
|
$ ---
$ ---
|
$ 16,339
(3)
$ 19,656
(3)
|
$ 214,690
$ 142,068
|
(1)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the years ended December 31, 2008
and 2007 in accordance with FAS 123(R), of stock option awards pursuant to
the Equity Incentive Plan (as defined below). The fair value of each
option award is estimated on the date of grant using the Black-Scholes
model.
|
(2)
|
Represents
amounts reimbursed for automobile expenses paid by Mr. Myman in 2008 and
2007 which relate to BigString’s promotional vehicle. Mr. Myman primarily
uses the vehicle for advertising and promotional purposes on behalf of
BigString.
|
(3)
|
Represents
amounts reimbursed for automobile
expenses.
|
Plan
category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
(a)
|
Weighted
average
exercise
price of
outstanding
options,
warrants
and rights
(b)
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation
plans
(excluding
securities
reflected in
column
(a))
(c)
|
Equity
compensation plans
approved
by security holders (1)
|
9,375,000
(2)
|
$0.33
|
5,625,000
|
Equity
compensation plans not
approved
by security holders
|
10,968,645
(3)
|
$0.25
|
---
|
Total
|
20,343,645
|
$0.29
|
5,625,000
|
(1)
|
BigString
currently has no equity compensation plan other than the Equity Incentive
Plan described herein. With the exception of a non-qualified
stock option to purchase 575,100
shares of Common
Stock issued to Mr. Kieran Vogel in connection with his participation in
BigString’s OurPrisoner program, all outstanding stock options have been
granted under the Equity Incentive
Plan.
|
(2)
|
Represents
options to purchase Common Stock outstanding at December 31, 2008 issued
under the Equity Incentive Plan. See discussion above for
additional information.
|
(3)
|
Includes
warrants to purchase 10,393,545
shares of Common
Stock which were issued and outstanding as of December 31, 2008 and
575,100 shares of Common Stock subject to an outstanding non-qualified
stock option issued to Kieran Vogel in connection with his participation
in BigString’s OurPrisoner program.
|
Outstanding
Equity Awards
for Year Ended
December 31, 2008
|
||||||||||||||||||
Name
|
Date
of
Grant
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
||||||||||||
Darin
M.
Myman,
President
and
Chief
Executive
Officer
|
4/11/08
|
250,000 | 250,000 | (1) | -- | $0.21 |
4/11/13
|
|||||||||||
Robert
S.
DeMeulemeester,
Executive
Vice
President,
Chief
Financial
Officer
and
Treasurer
|
4/11/08
11/14/07
9/18/06
9/18/06
9/18/06
9/18/06
|
250,000
500,000
400,000
600,000
350,000
--
|
(2)
(2)
(2)
|
250,000
--
--
--
50,000
400,000
|
(1)
(2)
(2)
|
--
--
--
--
--
|
$0.21
$0.18
$0.24
$0.50
$0.90
$1.25
|
4/11/13
11/14/17
9/18/16
9/18/16
9/18/16
9/18/16
|
||||||||||
Adam
M. Kotkin,
Chief
Operating
Officer
and
Secretary
|
4/11/08
11/14/07
7/11/06
|
250,000 400,000 1,250,000 |
250,000
--
--
|
(1) |
--
--
--
|
$0.21
$0.18
$0.32
|
4/13/13
11/14/17
7/11/11
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)(1)
|
Stock
Awards
($)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Darin
M. Myman (3)
|
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- | ||||||||||||||
Robert
S. DeMeulemeester (4)
|
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- | ||||||||||||||
Adam
M. Kotkin (5)
|
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
-- | ||||||||||||||
Marc
W. Dutton
|
$
|
-- |
$
|
-- |
$
|
21,632 | (6) |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
21,632 | (6) | ||||||||||||
Todd
M. Ross
|
$
|
-- |
$
|
-- |
$
|
21,632 | (7) |
$
|
-- |
$
|
-- |
$
|
-- |
$
|
21,632 | (7) |
(1)
|
BigString
does not currently pay its directors any retainer or other fees for
service on the Board or any committee
thereof.
|
(2)
|
The
amounts in this column reflect the dollar amount recognized for financial
statement reporting purposes for the year ended December 31, 2008 in
accordance with FAS 123(R), of stock options awards pursuant to the Equity
Incentive Plan. Assumptions used in the calculation of these amounts are
included in the footnotes to BigString’s audited financial statements for
the year ended December 31, 2008 included in BigString’s Annual
Report on Form 10-K.
|
(3)
|
On
April 11, 2008, in connection with his service as Chief Executive Officer,
Mr. Myman was granted an incentive stock option to purchase 500,000 shares
of Common Stock. 25% of the shares of Common Stock underlying the stock
option vests three months, six months, nine months and twelve months,
respectively, from the date of grant. The incentive stock option has a
term of five years and an exercise price of $0.21 per share. See “Summary
Compensation Table” above.
|
(4)
|
On
April 11, 2008, in connection with his service as Chief Financial Officer,
Mr. DeMeulemeester was granted an incentive stock option to purchase
500,000 shares of Common Stock. 25% of the shares of Common Stock
underlying the stock option vests three months, six months, nine months
and twelve months, respectively, from the date of grant. The incentive
stock option has a term of five years and an exercise price of $0.21 per
share. See “Summary Compensation Table”
above.
|
(5)
|
On
April 11, 2008, in connection with his service as Chief Operating Officer,
Mr. Kotkin was granted an incentive stock option to purchase 500,000
shares of Common Stock. 25% of the shares of Common Stock underlying the
stock option vests three months, six months, nine months and twelve
months, respectively, from the date of grant. The incentive stock option
has a term of five years and an exercise price of $0.21 per share. See
“Summary Compensation Table” above.
|
(6)
|
On
April 11, 2008, Mr. Dutton was granted a stock option to purchase 500,000
shares of Common Stock. 25% of the shares of Common Stock underlying the
stock option vests three months, six months, nine months and twelve
months, respectively, from the date of grant. The incentive stock option
has a term of five years and an exercise price of $0.21 per
share.
|
(7)
|
On
April 11, 2008, Mr. Ross was granted a stock option to purchase 500,000
shares of Common Stock. 25% of the shares of Common Stock underlying the
stock option vests three months, six months, nine months and twelve
months, respectively, from the date of grant. The incentive stock option
has a term of five years and an exercise price of $0.21 per
share.
|
Name
|
Number
of Securities
Underlying
Unexercised
Options
|
Marc
W. Dutton
|
850,000
|
Todd
M. Ross
|
750,000
|
Item
12
.
|
Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters
.
|
Beneficial
Ownership of Common
Stock
|
||||||||
Name of Beneficial
Owner – Directors, Officers and
5%
Stockholders
|
No.
of Shares (1)
|
Percent
of
Class
|
||||||
Darin
M. Myman
(2)(3)(4)(5)
|
9,500,000 | 17.83 | % | |||||
Robert
S. DeMeulemeester
(2)(3)(6)(7)
|
2,692,300 | 4.86 | % | |||||
Adam
M. Kotkin
(2)(3)(8)(9)
|
2,872,500 | 5.23 | % | |||||
Todd
M. Ross
(10)(11)(12)
|
3,200,000 | 5.89 | % | |||||
Alpha
Capital Anstalt
(13)
|
8,312,500 | 13.72 | % | |||||
Excalibur
Small-Cap Opportunities LP
(14)
|
3,900,000 | 6.90 | % | |||||
Paul Tudor Jones,
II
(15)(16)(17)
|
5,673,989 | 9.71 | % | |||||
Whalehaven
Capital Fund Limited
(18)
|
8,312,500 | 13.72 | % |
Beneficial
Ownership of Common
Stock
|
||||||||
Name of Beneficial
Owner – Directors, Officers and
5%
Stockholders
|
No.
of Shares (1)
|
Percent
of
Class
|
||||||
Jo
Myman
(2)(19)
|
9,500,000 | 17.83 | % | |||||
All
Directors and Executive Officers as a Group
(3 persons)
(5)(7)(9)
|
15,064,800 | 25.94 | % |
(1)
|
In
accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of
BigString’s Common Stock if he or she has voting or investment power with
respect to such security. This includes shares (a) subject to options
exercisable within sixty (60) days, and (b)(1) owned by a spouse, (2)
owned by other immediate family members, or (3) held in trust or held in
retirement accounts or funds for the benefit of the named individuals,
over which shares the person named in the table may possess voting and/or
investment power.
|
(2)
|
This
executive officer and/or director, or spouse of an executive officer
and/or director, maintains a mailing address at 157 Broad Street, Suite
109, Red Bank, New Jersey 07701.
|
(3)
|
Such
person currently serves as a director of
BigString.
|
(4)
|
Mr.
Myman serves as the President and Chief Executive Officer of
BigString.
|
(5)
|
Includes
100,000 shares of Common Stock registered in the name of Mr. Myman’s wife,
Jo Myman, and 900,000 shares of Common Stock held by Mr. Myman for the
benefit of Mr. and Mrs. Myman’s children under the Uniform Transfers to
Minors Act. Mr. Myman disclaims any beneficial interest in the shares held
by his wife and the shares held by him as custodian for his children.
Includes 500,000 shares of Common Stock subject to currently exercisable
stock options.
|
(6)
|
Mr.
DeMeulemeester serves as Executive Vice President, Chief Financial Officer
and Treasurer of BigString.
|
(7)
|
Includes
options to purchase 2,650,000 shares of Common
Stock.
|
(8)
|
Mr.
Kotkin serves as Chief Operating Officer and Secretary of
BigString.
|
(9)
|
Includes
options to purchase 2,150,000 shares of Common
Stock.
|
(10)
|
Todd
M. Ross resigned from the Board of Directors of BigString on March 12,
2009.
|
(11)
|
Todd
M. Ross maintains a mailing address at 183 Madison Avenue, No. 505, New
York, NY 10016.
|
(12)
|
Includes
options to purchase 1,000,000 shares of Common Stock and 560,000 shares of
Common Stock issuable upon exercise of a
warrant.
|
(13)
|
Includes
6,250,000 shares of common stock issuable upon the conversion of issued
and outstanding convertible notes. Also includes 1,562,500 shares of
common stock issuable upon the exercise of issued and exercisable
warrants. Konrad Ackerman has voting and investment control over shares
held by Alpha Capital Anstalt. Mr. Ackerman disclaims beneficial ownership
of such shares. Alpha Capital Anstalt maintains a mailing address at
Pradafant 7, 9490 Furstentums, Vaduz,
Lichtenstein.
|
(14)
|
Includes
2,500,000 shares of common stock issuable upon the conversion of issued
and outstanding convertible notes. Also includes 1,250,000 shares of
common stock issuable upon the exercise of issued and exercisable
warrants. William Hechter has voting and investment control over shares
held by Excalibur Small-Cap Opportunities LP. Mr. Hechter disclaims
beneficial ownership of such shares. Excalibur Small-Cap Opportunities LP
maintains a mailing address at P.O. Box 10337, Pacific Centre, 2200-609
Grandville Street, Vancouver, BC V7Y-1H2,
Canada.
|
(15)
|
Paul
Tudor Jones, II maintains a mailing address at c/o Tudor Investment
Corporation, 1275 King Street, Greenwich, Connecticut
06831.
|
(16)
|
The
shares of Common Stock reported herein as beneficially owned are owned
directly by The Raptor Global Portfolio Ltd. and The Tudor BVI Global
Portfolio L.P. Because Tudor Investment Corporation provides investment
advisory services to The Raptor Global Portfolio Ltd. and The Tudor BVI
Global Portfolio L.P., Tudor Investment Corporation may be deemed to
beneficially own the shares of Common Stock owned by each such entity.
Tudor Investment Corporation expressly disclaims such beneficial
ownership. In addition, because Mr. Jones is the controlling shareholder
of Tudor Investment Corporation, Mr. Jones may be deemed to beneficially
own the shares of Common Stock deemed beneficially owned by Tudor
Investment Corporation. Mr. Jones expressly disclaims such beneficial
ownership.
|
(17)
|
Includes
the following shares which are held by The Raptor Global Portfolio Ltd.
and The Tudor BVI Global Portfolio L.P.: (i) 3,743,199 shares of Common
Stock underlying a total of 320,343 shares of Series A Preferred Stock,
and 800,858 shares of Common Stock subject to a currently exercisable
warrant, held by The Raptor Global Portfolio Ltd.; and (ii) 930,790 shares
of Common Stock underlying a total of 79,657 shares of Series A Preferred
Stock, and 199,142 shares of Common Stock subject to a currently
exercisable warrant, held by The Tudor BVI Global Portfolio
L.P.
|
(18)
|
Includes
6,250,000 shares of common stock issuable upon the conversion of issued
and outstanding convertible notes. Also includes 1,562,500 shares of
common stock issuable upon the exercise of issued and exercisable
warrants. Michael Finkelstein has voting and investment control over
shares held by Whalehaven Capital Fund Limited. Mr. Finkelstein disclaims
beneficial ownership of such shares. Whalehaven Capital Fund Limited
maintains a mailing address at Whalehaven Capital Fund c/o FWS Capital
Ltd., 3rd Fl., 14-Par-Laville Road, Hamilton, Bermuda
HM08.
|
(19)
|
Includes 8,000,000
shares of Common Stock registered in the name of her husband, Darin M.
Myman, and 900,000 shares of Common Stock held by Mr. Myman for
the benefit of Mr. and Mrs. Myman’s children under the Uniform Transfers
to Minors Act, as to which shares Mrs. Myman disclaims any beneficial
ownership.
|
BIGSTRING
CORPORATION
|
||
Date: April
30, 2009
|
By:
|
/s/ Darin M. Myman
|
Darin
M. Myman
|
||
President
and Chief Executive
Officer
|
Exhibit
No.
|
Description of
Exhibit
|
|
3.1.1
|
Certificate
of Incorporation of BigString, placed into effect on October 8, 2003,
incorporated by reference to Exhibit 3.1.1 to the Registration Statement
on Form SB-2 (Registration No. 333-127923) filed with the SEC on August
29, 2005.
|
|
3.1.2
|
Certificate
of Amendment to the Certificate of Incorporation of BigString, placed into
effect on July 19, 2005, incorporated by reference to Exhibit 3.1.2 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
|
3.1.3
|
Certificate
of Designations of Series A Preferred Stock, par value $0.0001 per share,
of BigString, incorporated by reference to Exhibit 3.1.3 to the Current
Report on Form 8-K filed with the SEC on May 22, 2006.
|
|
3.2
|
Amended
and Restated By-laws of BigString, incorporated by reference to Exhibit
3.2 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on August 29, 2005.
|
|
4.1
|
Specimen
certificate representing BigString’s common stock, par value $.0001 per
share, incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
|
4.2
|
Form
of Convertible Note, dated May 1, 2007, issued to the following entities
and in the following amounts: Whalehaven Capital Fund Limited ($250,000);
Alpha Capital Anstalt ($250,000); Chestnut Ridge Partners LP ($125,000);
Iroquois Master Fund Ltd. ($125,000); and Penn Footwear ($50,000),
incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K
filed with the SEC on May 3, 2007.
|
|
4.3
|
Form
of Convertible Note, dated February 29, 2008, issued to the following
subscribers and in the following amounts: Whalehaven Capital Fund Limited
($250,000); Alpha Capital Anstalt ($250,000); and Excalibur Small Cap
Opportunities LP ($200,000), incorporated by reference to Exhibit 4.3 to
the Current Report on Form 8-K filed with the SEC on March 6,
2008.
|
|
4.4
|
Non-Negotiable
Convertible Promissory Note, dated August 25, 2008, issued to Dwight Lane
Capital, LLC, in the amount of $175,000, incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August
27, 2008.
|
|
4.5
|
Non-Negotiable
Convertible Promissory Note, dated August 25, 2008, issued to Marc W.
Dutton, in the amount of $75,000, incorporated by reference to Exhibit 4.2
to the Current Report on Form 8-K filed with the SEC on August 27,
2008.
|
|
10.1
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and AJW New
Millennium Offshore, Ltd., incorporated by reference to Exhibit 10.1 to
the Registration Statement on Form SB-2 (Registration No. 333-127923)
filed with the SEC on August 29, 2005.
|
|
10.2
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and AJW
Partners, LLC, incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29,
2005.
|
10.3
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and AJW
Qualified Partners, LLC, incorporated by reference to Exhibit 10.3 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
10.4
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and David Matthew
Arledge, incorporated by reference to Exhibit 10.4 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.5
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and David A.
Arledge, incorporated by reference to Exhibit 10.5 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.6
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Jeffrey M.
Barber and Jo Ann Barber, incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
10.7
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Nicholas
Codispoti, incorporated by reference to Exhibit 10.7 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.8
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Nicholas
Codispoti, IRA Account, incorporated by reference to Exhibit 10.8 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
10.9
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Nicholas
Codispoti, President, Codispoti Foundation, incorporated by reference to
Exhibit 10.9 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on August 29, 2005.
|
10.10
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Jon M.
Conahan, incorporated by reference to Exhibit 10.10 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.11
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Michael
Dewhurst, incorporated by reference to Exhibit 10.11 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.12
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Theodore
Fadool, Jr., incorporated by reference to Exhibit 10.12 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
10.13
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Charles S.
Guerrieri, incorporated by reference to Exhibit 10.13 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.14
|
Registration
Rights Agreement, dated August 9, 2005, between BigString and James R.
Kauffman and Barbara Kauffman, incorporated by reference to Exhibit 10.14
to the Registration Statement on Form SB-2 (Registration No. 333-127923)
filed with the SEC on August 29,
2005.
|
10.15
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Joel Marcus,
incorporated by reference to Exhibit 10.15 to the Registration Statement
on Form SB-2 (Registration No. 333-127923) filed with the SEC on August
29, 2005.
|
10.16
|
Registration
Rights Agreement, dated August 10, 2005, between BigString and New
Millennium Capital Partners II, LLC, incorporated by reference to Exhibit
10.16 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on August 29, 2005.
|
10.17
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and Richard and
Georgia Petrone, incorporated by reference to Exhibit 10.17 to the
Registration Statement on Form SB-2 (Registration No. 333-127923) filed
with the SEC on August 29, 2005.
|
10.18
|
Registration
Rights Agreement, dated July 31, 2005, between BigString and David and Kim
Prado, incorporated by reference to Exhibit 10.18 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.19
|
Registration
Rights Agreement, dated August 4, 2005, between BigString and Marc
Sandusky, incorporated by reference to Exhibit 10.19 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.20
|
Registration
Rights Agreement, dated August 6, 2005, between BigString and Shefts
Family LP, incorporated by reference to Exhibit 10.20 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.21
|
Registration
Rights Agreement, dated June 17, 2005, between BigString and Thomas
Shields, incorporated by reference to Exhibit 10.21 to the Registration
Statement on Form SB-2 (Registration No. 333-127923) filed with the SEC on
August 29, 2005.
|
10.22
|
Agreement,
dated December 1, 2005, by and among BigString and the following selling
stockholders: AJW New Millennium Offshore, Ltd., AJW Qualified
Partners, LLC, AJW Partners, LLC, David M. Arledge, David A. Arledge,
Susan Baran, Jeffrey M. Barber and JoAnn Barber, Nicholas Codispoti,
Nicholas Codispoti, IRA, Codispoti Foundation, Jon M. Conahan, Dean G.
Corsones, Michael Dewhurst, Marc Dutton, Theodore Fadool, Jr., Howard
Greene, Harvey M. Goldfarb, Charles S. Guerrieri, Brenda L. Herd and Glenn
A. Herd, Herd Family Partnership, Ronald C. Herd and Michele Herd, Steven
Hoffman, James R. Kaufman and Barbara Kaufman, Jeffrey Kay and Lisa Kay,
Gerald Kotkin, Paul A. Levis PSP, Joel Marcus, Barbara A. Musco and Barrie
E. Bazar, Craig Myman, New Millennium Capital Partners II, LLC, Alfred
Pantaleone, Sara R. Pasquarello, Richard P. Petrone and Georgia Petrone,
David Prado and Kim Prado, Lee Rosenberg, Todd M. Ross, Marc Sandusky,
Adam Schaffer, H. Joseph Sgroi, Shefts Family LP, Thomas Shields, Mark
Yuko, Bradley Zelenitz and Shefts Associates, Inc., incorporated by
reference to Exhibit 10.24 to the Annual Report on Form 10-KSB filed with
the SEC on March 31, 2006.
|
10.23
|
Business
Consultant Services Agreement by and between BigString and Shefts
Associates, Inc., incorporated by reference to Exhibit 10.30 to Amendment
No. 1 to the Registration Statement on Form SB-2 (Registration No.
333-127923) filed with the SEC on October 21, 2005.
|
10.24
|
Lease
between BigString, as Tenant, and Walter Zimmerer & Son, as Landlord,
dated February 3, 2009, for the premises located at 157 Broad Street,
Suite 109, Red Bank, New Jersey
07701.
|
10.25
|
Business
Consultant Services Agreement, dated May 2, 2006, by and between BigString
and Lifeline Industries, Inc., incorporated by reference to Exhibit 10.32
to the Current Report on Form 8-K filed with the SEC on May 4,
2006.
|
10.26
|
Securities
Purchase Agreement, dated as of May 19, 2006, by and among BigString and
Witches Rock Portfolio Ltd., The Tudor BVI Global Portfolio Ltd. and
Tudor Proprietary Trading, L.L.C., including Schedule 1 – Schedule of
Purchasers, and Exhibit C – Form of Warrant. Upon the request
of the SEC, BigString agrees to furnish copies of each of the following
schedules and exhibits:
Schedule
2-3.2(d)
– Warrants;
Schedule 2-3.3
– Registration Rights;
Schedule 2-3.7
– Financial Statements;
Schedule 2-3.10
– Broker’s or Finder’s Fees;
Schedule 2-3.11
– Litigation;
Schedule 2-3.16
– Intellectual Property Claims Against the Company;
Schedule 2-3.17
– Subsidiaries;
Schedule
2-3.19(a)
– Employee Benefit Plans;
Schedule 2-3.22
– Material Changes;
Exhibit A
–
Form of Certificate of Designations of the Series A Preferred Stock;
Exhibit B
–
Form of Registration Rights Agreement;
Exhibit D
–
Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion, incorporated
by reference to Exhibit 10.33 to the Current Report on Form 8-K filed with
the SEC on May 22, 2006.
|
10.27
|
Registration
Rights Agreement, dated as of May 19, 2006, by and among BigString and
Witches Rock Portfolio Ltd., The Tudor BVI Global Portfolio Ltd. and
Tudor Proprietary Trading, L.L.C., incorporated by reference to Exhibit
10.34 to the Current Report on Form 8-K filed with the SEC on May 22,
2006.
|
10.28
|
Asset
Purchase Agreement, dated as of May 19, 2006, by and between BigString and
Robb Knie. Upon the request of the SEC, BigString agrees
to furnish a copy of
Exhibit A
–
Form of Registration Rights Agreement, and
Exhibit B
–
Investor Suitability Questionnaire, incorporated by reference to Exhibit
10.35 to the Current Report on Form 8-K filed with the SEC on May 22,
2006.
|
10.29
|
Registration
Rights Agreement, dated as of May 19, 2006, by and between BigString and
Robb Knie, incorporated by reference to Exhibit 10.36 to the Current
Report on Form 8-K filed with the SEC on May 22, 2006.
|
10.30
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
David L. Daniels, incorporated by reference to Exhibit 10.37 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
10.31
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
Deborah K. Daniels, incorporated by reference to Exhibit 10.38 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
10.32
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
Charles A. Handshy, Jr., incorporated by reference to Exhibit 10.39 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
10.33
|
Stock
Redemption Agreement, dated May 31, 2006, by and between BigString and
June E. Handshy, incorporated by reference to Exhibit 10.40 to the
Registration Statement on Form SB-2 (Registration No. 333-135837) filed
with the SEC on July 18, 2006.
|
10.34
|
Letter
Agreement, dated September 18, 2006, between BigString and Robert
DeMeulemeester, incorporated by reference to Exhibit 10.41 to the Current
Report on Form 8-K filed with the SEC on September 21,
2006.
|
10.35
|
BigString
Corporation 2006 Equity Incentive Plan, incorporated by reference to
Exhibit 10.42 to the Annual Report on Form 10-KSB filed with the SEC on
April 2, 2007.
|
10.35.1
|
Form
of Incentive Option Agreement (Employees), incorporated by reference to
Exhibit 10.42.1 to the Annual Report on Form 10-KSB filed with the SEC on
April 2, 2007.
|
10.35.2
|
Form
of Director Option Agreement (Non-employee
Directors), incorporated by reference to Exhibit 10.42.2 to the
Annual Report on Form 10-KSB filed with the SEC on April 2,
2007.
|
10.36
|
Subscription
Agreement, dated as of April 30, 2007, by and among BigString and
Whalehaven Capital Fund Limited, Alpha Capital Anstalt, Chestnut Ridge
Partners LP, Iroquois Master Fund Ltd. and Penn Footwear, including
Exhibit B
–
Form of Common Stock Purchase Warrant. Upon the request of the
Securities and Exchange Commission, BigString agrees to furnish copies of
each of the following schedules and exhibits:
Schedule 5(a)
–
Subsidiaries;
Schedule 5(d)
–
Additional Issuances/Capitalization;
Schedule 5(f)
–
Conflicts;
Schedule 5(q)
–
Undisclosed Liabilities;
Schedule 5(v)
–
Transfer Agent;
Schedule 8
–
Finder’s Fee;
Schedule 9(s)
–
Lockup Agreement Providers;
Schedule
11.1(iv)
– Additional Securities to be Included in the Registration
Statement;
Exhibit A
–
Form of Convertible Note (included as Exhibit 4.2);
Exhibit C
–
Form of Escrow Agreement;
Exhibit D
–
Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion;
Exhibit E
–
Proposed Public Announcement; and
Exhibit F
–
Form of Lock-Up Agreement, incorporated by reference to Exhibit 10.43 to
the Current Report on Form 8-K filed with the SEC on May 3,
2007.
|
10.37
|
Agreement,
Waiver and Limited Release, dated as of November 30, 2007, by and among
BigString and the Releasors, incorporated by reference to Exhibit 10.37 to
the Current Report on Form 8-K filed with the SEC on December 5,
2007.
|
10.38
|
Subscription
Agreement, dated as of February 29, 2008, by and among BigString and
Whalehaven Capital Fund Limited, Alpha Capital Anstalt and Excalibur Small
Cap Opportunities LP, including
Exhibit B
–
Form of Common Stock Purchase Warrant. Upon the request of the
Securities and Exchange Commission, BigString agrees to furnish copies of
each of the following schedules and exhibits:
Schedule 5(a)
–
Subsidiaries;
Schedule 5(d)
–
Additional Issuances/Capitalization;
Schedule 5(f)
–
Conflicts;
Schedule 5(q)
–
Undisclosed Liabilities;
Schedule 5(v)
–
Transfer Agent;
Schedule 8
–
Finder’s Fee;
Schedule 9(s)
–
Lockup Agreement Providers;
Exhibit A
–
Form of Convertible Note (included as Exhibit 4.2);
Exhibit C
–
Form of Escrow Agreement;
Exhibit D
–
Form of Giordano, Halleran & Ciesla, P.C. Legal Opinion;
Exhibit E
–
Proposed Public Announcement; and
Exhibit F
–
Form of Lock-Up Agreement, incorporated by reference to Exhibit 10.44 to
the Current Report on Form 8-K filed with the SEC on March 6,
2008.
|
10.39
|
Common
Stock Purchase Warrant, dated August 25, 2008, issued to Dwight Lane
Capital, LLC, incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed with the SEC on August 27,
2008,
|
10.40
|
Common
Stock Purchase Warrant, dated August 25, 2008, issued to Marc W. Dutton,
incorporated by reference to Exhibit 10.2 to the Current Report on Form
8-K filed with the SEC on August 27, 2008.
|
21.1
|
Subsidiaries
of BigString, incorporated by reference to Exhibit 21.1 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2008.
|
23.1
|
Consent
of Wiener, Goodman and Company, P.C., independent registered public
accountants, as to the report relating to the consolidated financial
statements of BigString, incorporated by reference to Exhibit 23.1 to the
Registrant
’
s Annual
Report on Form 10-K for the year ended December 31,
2008.
|
24.1
|
Powers
of Attorney of officers and directors of BigString, included in the
signature page to this report, incorporated by reference to Exhibit 24.1
to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2008.
|
Section
302 Certification of Chief Executive Officer.
|
|
Section
302 Certification of Chief Financial Officer.
|
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section
1350.
|
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section
1350.
|
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