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):  June 29, 2012

 

 

ICEWEB, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		000-27865		13-2640971
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

 

22900 Shaw Road, Suite 111, Sterling, VA  20166

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code:  (571) 287-2388

  

 

(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):

 

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£	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

 

In June and July, 2012 the Company sold approximately 13,455,958 restricted stock units at $0.12/unit.  Each unit consists of one share of common stock and a warrant exercisable for one share of common stock.  The warrants have a five year life, an exercise price of $0.15/share, and are callable if the Company’s common stock trades over $0.25/share for ten consecutive trading days.

 

Meyers Associates, LLC acted as the placement agent in connection with the sale the securities and as compensation received a cash fee of approximately $161,472, and warrants to purchase approximately 1,345,596 shares of the Company’s common stock at a price per share of $0.15.

 

The sale of the Shares and the Warrants was made pursuant to Section 4(2) of the Securities Act for transactions not involving a public offering and/or Regulation D or Regulation S, as promulgated by the SEC under the Securities Act, and in reliance upon exemptions from registration under applicable state securities laws.

 

This announcement is neither an offer to sell nor a solicitation of an offer to buy any shares of common stock or warrants of IceWEB, Inc.  No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

Item 8.01

OTHER

 

On July 9, 2012, we issued a press release announcing the consummation of the transactions contemplated by the Purchase Agreement.  The press release is annexed hereto as Exhibit 99.1.

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Set forth below is a list of exhibits to this Current Report on Form 8-K:

 

Exhibit No.:		Description:
99.1		Press Release date July 9, 2012.

 

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.

 

	ICEWEB, INC.
Date: July 9, 2012	By:	/s/ Hal Compton, Sr.
		Hal Compton, Sr.,
		Chief Executive Officer