UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported):
April
1, 2009
Collexis Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
(State or other
jurisdiction
of
incorporation)
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001-33495
(Commission
File Number)
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30
-
0505595
(IRS
Employer Identification No.)
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1201 Main Street,
Suite 980, Columbia, SC
(Address
of principal executive offices)
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29201
(Zip
Code)
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(803)
727-1113
(Registrant’s
telephone number, including area code)
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n/a
(Former
name or former address, if changed since last
report)
|
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 A.2.
below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sales of Equity
Securities.
On April
1, 2009, Collexis Holdings, Inc. (“Collexis” or “we”) accepted a subscription
for 5,714,286 shares of common stock at a price per share of $0.07, representing
an aggregate investment of $400,000. On April 14, 2009, we accepted a
subscription for an additional 5,714,286 shares of our common stock at a price
per share of $0.07, representing an aggregate investment of
$400,000. On April 16, we accepted a subscription for an additional
1,500,000 shares of our common stock at a price per share of $0.07, representing
an aggregate investment of $105,000. These issuances are part of a
private offering being conducted by the company for up to 57,142,857 shares of
our common stock at $.07 per share or an aggregate offering price of
$4,000,000. Prior to this offering, Collexis had 123,167,546 shares
of common stock outstanding.
We will use the proceeds of this
offering to make installment payments required under the terms of our recent
acquisition agreements and for working capital. This private placement was
conducted in reliance on exemptions from registration contained in Section 4(2)
of the Securities Act of 1933
and Rule 506 of Regulation D
promulgated there under.
In
support of
those exemptions from registration,
we
will rely
on the
representations, warranties,
certifications and agreements of
the investors, including their
representations that they are
“accredited investors” as defined in Rule 501 of Regulation D and acquired the
securities for their own accounts, for investment only and not for distribution
or resale to others. There was no general solicitation, given that the offering
was made only to a limited group of our current stockholders.
P
lacement fees
of eight percent are
payable in connection with this
offering. The share certificates evidencing the purchased shares will be affixed
with a legend to indicate that the shares were sold in a private offering and
their transfer is restricted.
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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COLLEXIS HOLDINGS,
INC.
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Dated:
April 20
, 200
9
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By:
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/s/ Mark
Murphy
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Mark
Murphy
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Chief
Financial
Officer
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