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): September 26, 2008
CrowdGather,
Inc.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-52143
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20-2706319
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee
Identification
No.)
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20300 Ventura Blvd.
Suite 330, Woodland Hills, CA 91364
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(Address
of Principal Executive Offices)
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(818)
435-2472
(Issuer
Telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Convertible
Promissory Note
On
September 25, 2008, CrowdGather, Inc., a Nevada corporation (the “Registrant”),
entered into a convertible promissory note with one of the Registrant’s
shareholders in exchange for $200,000 (“Convertible Note”). The
Convertible Note is due in one year, or upon default, whichever is earlier, and
bears interest at the annual rate of 10%. The Convertible Note has an
optional conversion feature by which the holder can convert the principal and
accrued interest to shares of the Registrant’s common stock at a conversion
price of the lower of (i) $1.50 per share (ii) the price per share of the
Company’s next transaction or series of related transactions in which the
Company sells equity securities and in which the gross proceeds to the Company
equal or exceed $2,000,000. The Convertible Note was issued in a transaction
which the Registrant believes satisfies the requirements of that exemption from
the registration and prospectus delivery requirements of the Securities Act of
1933, which exemption is specified by the provisions of Section 5 of that act
and Regulation S promulgated pursuant to that act by the Securities and Exchange
Commission.
A copy of
the form of Convertible Note is attached hereto as Exhibit
10.1 This brief description of the Convertible Note is not
intended to be complete and is qualified in its entirety by reference to the
full text of the Convertible Note is attached.
Item
2.03 Creation of a Direct Financial Obligation.
See Item
1.01 for a description of the Convertible Note.
Item
3.02 Unregistered Sales of Equity Securities.
See Item
1.01 for a description of the Convertible Note.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officer.
At the
Annual Meeting of Shareholders held on September 26, 2008, Sanjay Sabnani,
Jonathan Dariyanani, and James Sacks were elected to hold office until the next
annual meeting of stockholders or until their successors are duly elected and
qualified. The biographies of Mr. Dariyanani and Mr. Sacks, which are included
in the Registrant’s Definitive Proxy Statement filed on August 27, 2008, are
hereby incorporated by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On August
27, 2008, the Registrant’s board of directors (the “Board”) authorized the
amendment and restatement of the Registrant’s Articles of Incorporation to: (i)
allow the Board to increase the size of the Board in accordance with the
Registrant’s Bylaws; (ii) amend the Articles to authorize the issuance of up to
25,000,000 shares of a class of preferred stock and give the Board the authority
to set the preferences and designations on that class; and (iii) include
provisions limiting the liability of the Registrant’s officers and directors to
the extent allowed by the Nevada Revised Statutes. The stockholders
approved the Amended and Restated Articles of Incorporation at the Annual
Meeting as set forth herein. On September 26, 2008, the Registrant
filed the Amended and Restated Articles of Incorporation with the Nevada
Secretary of State. The discussion herein is qualified in its
entirety by the text of the approved Amended and Restated Articles of
Incorporation attached hereto as Exhibit 3.1.
Item
7.01 Regulation of FD Disclosure.
Annual
Meeting
On
September 26, 2008, the Registrant held its annual meeting of shareholders at
the Registrant’s offices. During the annual meeting of shareholders, votes were
held on the following matters:
1. To
approve the amendment and restatement of the Registrant’s articles of
incorporation to allow the board of directors to: increase the size of the
board, currently limited to one member; authorize a class of preferred stock;
and include limitation of liability provisions applicable to the Registrant’s
officers and directors.
2. To
elect three directors, Sanjay Sabnani, Jonathan Dariyanani, and James Sacks, to
hold office until the next annual meeting of stockholders or until their
successors are duly elected and qualified.
3. To
ratify the selection of Mendoza Berger & Company, LLP as the Registrant’s
independent registered public accounting firm for the 2008 fiscal
year.
4. To
ratify the CrowdGather, Inc. 2008 Stock Option and Award Plan.
Only
stockholders of record at the close of business on August 27, 2008 were entitled
to vote at the annual meeting.
Pursuant
to the Notice of Annual Meeting of Stockholders filed in conjunction with the
Definitive Proxy Statement on August 27, 2008, the inspector of elections
determined that the shares represented at the meeting in person and by proxy
constituted a quorum. The stockholders approved all of the proposals set forth
above and elected the three individuals listed above as directors. No
other business was brought before the Annual Meeting.
Powerpoint
Presentation
The
Registrant is furnishing the information in this Current Report on Form 8-K and
in Exhibit 99.1 to comply with Regulation FD. Such information shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into any of the
Registrant’s filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after the
date hereof and regardless of any general incorporation language in such
filings, except to the extent expressly set forth by specific reference in such
a filing.
On September 29, 2008, the
Registrant closed a Website and Domain Name Acquisition Agreement with William
Taylor to acquire the assets associated with www.bestfreeforums.com in exchange
for $5,500 in cash.
Item 9.01
Exhibits.
The
following exhibits are filed with this report on Form 8-K.
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Exhibit
Number
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Exhibit
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3.1
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Amended
and Restated Articles of Incorporation
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10.1
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Form
of Convertible Promissory Note
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99.1
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Powerpoint
Presentation
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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CrowdGather,
Inc. |
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By:
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/s/ Sanjay
Sabnani |
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Sanjay
Sabnani
Chief
Executive Officer
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