- Current report filing (8-K)
27 Oktober 2008 - 11:02AM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
Pursuant
to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of Report (Date of Earliest Event Reported)
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October
24, 2008
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MRU
Holdings, Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-33073
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33-0954381
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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590
Madison Avenue, 13
th
Floor
New
York, New York
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10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
398-1780
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(Registrant’s
Telephone Number, Including Area Code)
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Not
Applicable
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(Former
Name or Former Address, if 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 A.2.):
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o
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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7.01
Regulation
FD Disclosure.
Certain
slides that MRU Holdings, Inc. (the “Company”) expects to use at investor
conferences are attached to this Current Report as Exhibit 99.1 and incorporated
herein solely for purposes of this Item 7.01 disclosure.
The
information furnished pursuant to this “Item 7.01 Regulation FD Disclosure” (the
“Regulation FD Disclosure”) including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of such section
and shall not be deemed to be incorporated by reference into any of our filings
under the Securities Act of 1933, as amended or the Exchange Act, regardless
of
any general incorporation language in such filing. The Regulation FD Disclosure
will not be deemed an admission as to the materiality of any information in
this
Regulation FD Disclosure that is required to be disclosed solely by Regulation
FD.
8.01
Other
Events.
Proposed
Offering
In
connection with a proposed private offering previously announced on September
8,
2008, the Company has entered into certain agreements described below. These
agreements will terminate under certain conditions, including if the proposed
offering has not closed by November 30, 2008.
October
24, 2008 Exchange Agreement
On
October 24, 2008, the Company entered into an Agreement, Consent and Waiver
(the
“Exchange Agreement”) with the holders of Series B-2 Convertible Preferred Stock
(the “Series B-2 Preferred”). Pursuant to the Exchange Agreement, among other
things, the holders of the Series B-2 Preferred agreed that, to the extent
the
Company issues convertible senior notes (the “Notes”), all outstanding shares of
Series B-2 Preferred will be exchanged for the Notes simultaneously with the
issuance of the Notes in an amount which equals the sum of (a) any and all
accrued and unpaid dividends on the Series B-2 Preferred and (b) the aggregate
Series B-2 Original Issue Price, defined in the Company’s Certificate of
Designation of Series B-2 Preferred as a purchase price equal to $2.25 per
share.
Series
B Preferred Conversion Agreement and Series B Warrant
Exercises
On
October 24, 2008, the Company entered into agreements with the holders of a
majority (the “Majority Holders”) of our Series B Convertible Preferred Stock
(the “Series B Preferred”), pursuant to which, among other things, the Majority
Holders have agreed:
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·
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that
no outstanding warrants to purchase shares of Series B Preferred
(“Series
B Warrants”) may be exercised by the Majority Holders, unless the only
holder of Series B Preferred and Series B Warrants that has not signed
an
agreement to refrain from exercising its Series B Warrant (the “Series B
Minority Holder”) exercises its Series B Warrant, in which case, the
Majority Holders may exercise their Series B Warrants, but only up
to an
amount proportional to the amount of the Series B Warrant exercised
by the
Series Minority Holder;
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·
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to
convert their shares of Series B Preferred into Common Stock;
and
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·
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as
the Majority Holders of the Series B Preferred, to cause the conversion
of
all outstanding shares of Series B Preferred into shares of the Company’s
common stock on February 17, 2009 (the first business day after all
the
Series B Warrants expire), to the extent such shares of Series B
Preferred
have not been converted into common stock pursuant to an
agreement.
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Voting
Agreements
In
addition, holders of approximately 31.13% of our voting stock have agreed to
vote for certain corporate actions necessary to effectuate the proposed
offering. To the extent the Company issues the Notes, this percentage will
increase due to anti-dilution adjustments made to the Series B Preferred, which
vote on an as-converted basis.
Private
Placement
The
securities to be sold in the private offering will not be registered under
the
Securities Act of 1933, as amended (the “Securities Act”) or the securities laws
of any other jurisdiction and may not be offered or sold in the United States
or
to or for the benefit of U.S. persons unless so registered except pursuant
to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable securities laws in such other
jurisdictions.
The
description above is being disclosed pursuant to Rule 135c under the Securities
Act and shall not constitute an offer to sell or the solicitation of an offer
to
buy any of these securities, nor shall it constitute an offer, solicitation
or
sale in any jurisdiction in which such offer, solicitation or sale is
unlawful.
Warrants
The
Company is hereby filing warrants pursuant to Item 601(b)(4) of Regulation
S-K.
On
February 13, 2006, the Company granted the following Series B Warrants, each
at
a purchase price per share of $3.80 and each of which expires on February 13,
2009:
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Warrant
No. B1 for 1,258,776 shares of Series B
Preferred;
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Warrant
No. B2 for 24,119 shares of Series B
Preferred;
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Warrant
No. B3 for 117,108 shares of Series B
Preferred;
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Warrant
No. B4 for 109,942 shares of Series B
Preferred;
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Warrant
No. B5 for 555,921 shares of Series B
Preferred;
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Warrant
No. B6 for 19,839 shares of Series B Preferred;
and
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Warrant
No. B7 for 52,453 shares of Series B
Preferred.
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On
May 8,
2006, the Company granted the following Series B Warrants, both at a purchase
price of $3.80 per share and both of which expire on February 13,
2009:
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·
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Warrant
No. B8 for 213,816 shares of Series B Preferred;
and
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·
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Warrant
No. B9 for 128,290 shares of Series B
Preferred.
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The
foregoing description is qualified in its entirety by reference to the Series
B
Warrants, which are attached as Exhibits 4.1 through 4.9 to this Current
Report.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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4.1
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Warrant
No. B1 - Series B Convertible Preferred Stock
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4.2
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Warrant
No. B2 - Series B Convertible Preferred Stock
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4.3
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Warrant
No. B3 - Series B Convertible Preferred Stock
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4.4
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Warrant
No. B4 - Series B Convertible Preferred Stock
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4.5
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Warrant
No. B5 - Series B Convertible Preferred Stock
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4.6
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Warrant
No. B6 - Series B Convertible Preferred Stock
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4.7
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Warrant
No. B7 - Series B Convertible Preferred Stock
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4.8
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Warrant
No. B8 - Series B Convertible Preferred Stock
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4.9
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Warrant
No. B9 - Series B Convertible Preferred Stock
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99.1
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MRU
Holdings, Inc. investor presentation
slides
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MRU
HOLDINGS, INC.
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October
24, 2008
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By:
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/s/
Yariv
Katz
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Title:
Vice
President and General Counsel
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Exhibit
Index
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Exhibit
No.
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Description
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4.1
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Warrant
No. B1 - Series B Convertible Preferred Stock
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4.2
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Warrant
No. B2 - Series B Convertible Preferred Stock
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4.3
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Warrant
No. B3 - Series B Convertible Preferred Stock
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4.4
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Warrant
No. B4 - Series B Convertible Preferred Stock
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4.5
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Warrant
No. B5 - Series B Convertible Preferred Stock
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4.6
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Warrant
No. B6 - Series B Convertible Preferred Stock
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4.7
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Warrant
No. B7 - Series B Convertible Preferred Stock
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4.8
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Warrant
No. B8 - Series B Convertible Preferred Stock
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4.9
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Warrant
No. B9 - Series B Convertible Preferred Stock
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99.1
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MRU
Holdings, Inc. investor presentation
slides
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