Entry into a Material Definitive Agreement, Financial Statements
Item 1.01 Entry into a Material Definitive Agreement
On October 26, 2007, Exousia Advanced Materials, Inc. (the "Company") consummated the sale of 2,264,286 units of its securities (the "Units"), with each Unit consisting of one share of the Company's common stock, par value $.001 per share (the "Common Stock"), and a warrant to purchase one (1) share of Common Stock (the "Warrant"), for a purchase price of $0.35 per Unit for aggregate gross proceeds of $ $792,500.00 in a private placement to Accredited Investors (as that term is defined in Regulation D). The Warrants have an exercise price of $.50 per share and are exercisable for an 18 month period commencing upon the date of closing and are subject to an acceleration clause whereby the Company can require the exercise of the warrants if the Company's common stock trades at a price per share of $1.00 on the NASDAQ OTC.BB for 20 consecutive business days. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, combinations and reclassifications, but not in the event of the issuance by the Company of additional securities.
The Units, including the shares of Common Stock and Warrants included therein, were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration set forth in Rule 506 of Regulation D ("Regulation D") promulgated pursuant to
Section 4(2) of the Securities Act. The Company based such reliance upon representations made by each purchaser of the Units to the Company regarding such purchaser's investment intent, sophistication and status as an "accredited investor," as defined in Regulation D, among other things. The Units, including the shares of Common Stock and Warrants included therein, and the shares of Common Stock issuable upon exercise of the Warrants, may not be offered or sold in the United States absent registration pursuant to the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits Exhibit No. 10.1 - Form of Subscription Agreement dated as of October 15, 2007 by and between Exousia Advanced Materials, Inc. and each of the subscribers party to the Subscription Agreements (filed herewith)
