Item 1.01 Entry into a Material Definitive Agreement.
On July 6, 2012, Mimvi, Inc. (the “Company”) entered into a Subscription Agreement (the “Purchase Agreement”), with the effective date as of June 30, 2012, with the purchasers identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to issue to the Purchasers, severally and not jointly, in one or more closings 10% unsecured promissory notes in the aggregate principal amount of up to $250,000 ( “Notes”) and warrants to purchase up to 1,000,000 shares of the common stock, par value $0.001 per share, of the Company (the “Warrants”). The Notes have a maturity date of 100 days after issuance. The Warrants have an initial exercise price of $0.25 per share, which is subject to adjustment, and will be exercisable for a period of five years. As of the date of this Report, the Company has issued pursuant to the Subscription Agreement Notes in the aggregate principal amount of $100,000.
A copy each of the Subscription Agreement, the form of Note and the form of Warrant is attached hereto as Exhibits 10.1, 10.2, and 4.1, respectively, and is incorporated herein by reference.
The foregoing summary of the transaction contemplated by the Subscription Agreement and the documents and instruments to be executed and/or issued in connection therewith, does not purport to be complete and is qualified in its entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.