U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
August 25, 2009 (August 21, 2009)
ACE MARKETING & PROMOTIONS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 000-51160 11-3427886
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
457 ROCKAWAY AVENUE, VALLEY STREAM, NY 11582
(Address of principal executive offices (Zip Code)
Registrant's telephone number: (516) 256-7766
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(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 (17CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On July 14, 2009, Ace Marketing & Promotions, Inc. entered into a
Placement Agent Agreement with a member of Financial Industry Regulatory
Authority, Inc. (the "FINRA Member") to attempt to raise up to $2.1 million (the
"Offering") through the sale of units consisting of (i) such number of shares of
common stock, par value $.0001 per share ("Common Stock") as is determined by
dividing $15,000 by 85% of the average closing price per share of the Common
Stock for the forty five (45) trading day period immediately preceding the
closing, as reported on the OTC Bulletin Board and three-year Class D Common
Stock Purchase Warrants ("Class D Warrants") to purchase 50% of the number of
shares of Common Stock included in each Unit at an exercise price of $1.00 per
share, payable in cash on the exercise date or by cashless conversion if a
registration statement or current prospectus covering the shares underlying the
Class D Warrants is not effective or available anytime after six months after
the date of the initial closing. The exercise price is subject to adjustment
upon certain occurrences specified in the Class D Warrants.
Under the terms of this agreement, the Company will pay the FINRA
Member a cash fee of 10% of the gross proceeds of sales of Common Stock sold by
the FINRA Member in the Offering and issue to the FINRA Member three-year
warrants to purchase 10% of the number of shares of Common Stock issuable upon
exercise of the Class D Warrants included in the Units sold in the Offering
exercisable at $1.00 per share either by cash or cashless conversion. The
Placement Agent will also receive a reimbursement for non-accountable expenses
in connection with the Common Offering equal to 2% of the gross proceeds of
sales of Common Units.
On August 21, 2009, the Company had an initial closing pursuant to
which it received gross proceeds of $345,000 and net proceeds of approximately
$270,000 (after offering expenses consisting of commissions and legal fees
amounting to approximately $75,000). The planned use of proceeds is to expand
the Company's Proximity Marketing Services. In connection with the offering, the
Company entered into a Financial Advisory Agreement with the FINRA Member
pursuant to which the FINRA Member would receive 300,000 shares of Common Stock
and an additional 10% of the number of shares sold in the offering. As of August
21, 2009, the Company is obligated to issue pursuant to the terms of the
offering and the Financial Advisory Agreement an aggregate of approximately
500,000 shares of Common Stock and 250,000 Warrants to investors in the offering
and an aggregate of approximately 350,000 shares and 25,000 Warrants to the
FINRA Member.
All securities are being issued pursuant to Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended, which
exemption the Company believes is available because the securities were not
offered pursuant to a general solicitation and the status of the purchasers of
the shares as "accredited investors" as defined in Regulation D under the
Securities Act. All certificates will bear an appropriate restrictive legend. We
can provide no assurances that additional funds will be raised in the offering.
THE FOREGOING INFORMATION IS NEITHER AN OFFER TO PURCHASE, NOR A
SOLICITATION OF AN OFFER TO SELL, SECURITIES. THE SECURITIES OFFERED HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED IN THE UNITED
STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION
REQUIREMENTS.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ACE MARKETING & PROMOTIONS, INC.
Dated: August 25, 2009 By: /s/ Dean L. Julia
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Dean L. Julia,
Chief Executive Officer