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| CIK | 1476638 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rackwise, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| July 10, 2017 |
UNITED STATES 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): June 26, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of incorporation or Number) Identifi |
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| May 20, 2017 |
Amendment No. 1 to the Bylaws of the Company, dated as of May 2, 2017. EX-3.1 2 f8k050217ex3irackwiseinc.htm AMENDMENT NO. 1 TO THE BYLAWS OF THE COMPANY, DATED AS OF MAY 2, 2017 Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF RACKWISE, INC. The Bylaws (the “Bylaws”) of Rackwise, Inc., a Nevada corporation (the “Corporation”), are hereby amended as follows: Section 3.3 of the Bylaws is hereby amended and restated in its entirety as follows: “Section 3.3 VACANCIES – A va |
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| May 20, 2017 |
UNITED STATES 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): May 2, 2017 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 000-54519 27-0997534 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 10, 2017 |
Financial Statements and Exhibits, Other Events UNITED STATES 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): April 27, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Ide |
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| April 18, 2017 |
8-K 1 rackwise8k041817.htm UNITED STATES 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): April 14, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of incor |
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| April 14, 2017 |
UNITED STATES 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): April 5, 2017 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 000-54519 27-0997534 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 4, 2017 |
8-K/A 1 rackwise8ka040417.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of |
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| April 4, 2017 |
UNITED STATES 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): March 24, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of incorporation or Number) Identif |
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| March 22, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of incorporation or Number) Ident |
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| March 22, 2017 |
UNITED STATES 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): March 22, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of incorporation or Number) Identif |
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| March 20, 2017 |
UNITED STATES 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): February 2, 2017 RACKWISE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-54519 27-0997534 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 16, 2017 |
UNITED STATES 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): February 3, 2017 RACKWISE, INC. (Name of registrant in its charter) Nevada 000-54519 27-0997534 (State or jurisdiction (Commission File (IRS Employer of incorporation or Number) Ident |
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| August 11, 2016 |
UNITED STATES 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 10, 2016 RACKWISE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-54519 27-0997534 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| July 28, 2016 |
rackwise8k072616.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 26, 2016 RACKWISE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-54519 27-0997534 (State or other jurisdiction of inco |
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| April 7, 2016 |
UNITED STATES 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): April 7, 2016 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 000-54519 27-0997534 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 15, 2014 |
RACK / Rackwise, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R203 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54519 RACKWISE, IN |
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| May 13, 2014 |
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT Ladies and Gentlemen: 1. Subscription. Rackwise, Inc., a Nevada corporation (the “Company”), is offering (the “Offering”) up to an aggregate of $9,346,703 in face or principal amount of its Series A 12% Secured Three Year Convertible Notes (the “Notes”) at an aggregate purchase price of $8,505,500 to the subscribers set forth on the signature page hereof (each a |
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| May 13, 2014 |
RACKWISE, INC. WARRANTS TO PURCHASE COMMON STOCK EXHIBIT 4.2 NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT W |
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| May 13, 2014 |
12% SECURED CONVERTIBLE PROMISSORY NOTE RACKWISE, INC. Due: May __, 2017 EXHIBIT 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDE |
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| May 13, 2014 |
8-K 1 v3784608k.htm CURRENT REPORT UNITED STATES 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): May 7, 2014 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Inco |
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| May 13, 2014 |
RACKWISE, INC. WARRANTS TO PURCHASE COMMON STOCK EX-4.3 4 v378460ex4-3.htm WARRANT EXHIBIT 4.3 NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNL |
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| May 13, 2014 |
EX-10.2 6 v378460ex10-2.htm SECURITY AGREEMENT EXHIBIT 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (“Agreement”) is made and entered into as of May 7, 2014, by and among Rackwise, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), and the secured parties listed on the signature pages |
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| April 15, 2014 |
v373204ex3-9 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing EXHIBIT 3.9 |
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| April 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54519 RACKWISE, INC. (Exact name of |
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| April 15, 2014 |
RACKWISE, INC. 2013 EQUITY INCENTIVE PLAN EX-10.18 5 v373204ex10-18.htm EXHIBIT 10.18 EXHIBIT 10.18 RACKWISE, INC. 2013 EQUITY INCENTIVE PLAN 1. PURPOSE. The Rackwise, Inc. 2013 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its Affiliates, and (b) to increase stockholder value. The Plan will pro |
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| March 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R203 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| March 13, 2014 |
AMENDED AND RESTATED AGREEMENT EX-10.1 2 v371474ex10-1.htm AMENDED AND RESTATED AGREEMENT EXHIBIT 10.1 AMENDED AND RESTATED AGREEMENT This Agreement (the “Agreement”) is made as of March 10, 2014 by and among Black Diamond Financial Group LLC, a limited liability company (“BDFG”), Navesink RACK, LLC, a Delaware limited liability corporation (“NAVRACK”), and Rackwise, Inc., a Nevada corporation (“RACK”). BDFG, NAVRACK and RACK a |
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| March 13, 2014 |
UNITED STATES 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): March 10, 2014 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 25, 2014 |
Termination of a Material Definitive Agreement 8-K 1 v3697318-k.htm FORM 8-K UNITED STATES 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): February 19, 2014 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 000-54519 27-0997534 (State or Other Jurisdiction of Incor |
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| February 24, 2014 |
Unregistered Sales of Equity Securities - FORM 8-K UNITED STATES 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): February 21, 2014 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 000-54519 27-0997534 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 27, 2014 |
8-K 1 v3662468k.htm FORM 8-K UNITED STATES 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): January 21, 2014 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incor |
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| November 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54519 RACKWISE |
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| November 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R203 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| November 1, 2013 |
- DEFINITIVE INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of The Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement RACKWISE, INC. |
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| October 25, 2013 |
RACKWISE, INC. 2365 Iron Point Road, Suite 190 Folsom, CA 95630 October 25, 2013 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: Maryse Mills-Apenteng, Special Counsel Ivan Griswold Re: Rackwise, Inc. Preliminary Information Statement on Schedule 14C Filed August 21, 2013 File No. 000-54519 Ladies and Gentlemen: On be |
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| October 18, 2013 |
PRER14C 1 v357589prer14c.htm PRER14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of The Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement RACKWISE, INC. (Name of Registrant As Specified In It |
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| August 21, 2013 |
- PRELIMINARY INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of The Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement RACKWISE, INC. |
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| August 19, 2013 |
12% CONVERTIBLE PROMISSORY NOTE RACKWISE, INC. Due __________, 2014 Exhibit 4.1 For U.S. Investors: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 1 |
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| August 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54519 RACKWISE, INC |
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| August 19, 2013 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Rackwise, Inc., a Nevada corporation (the “Company”), the number of units (the “Units” or the “PPO Units”) set forth on the signature page hereof at a purchase price of $10,000 per Unit (the “Purchase Price”)1. Each |
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| August 19, 2013 |
EX-10.6 9 v352637ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the limited liability company and the corporation identified on Schedule 1 (collectively, the “Issuer”), the limited liability company iden |
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| August 19, 2013 |
Exhibit 10.5 PLACEMENT AGENCY AGREEMENT April 10, 2013 Gottbetter Capital Markets, LLC Mr. Julio A. Marquez, President 488 Madison Avenue 12th Floor New York, New York 10022 Re: NAVESINK RACK, LLC Dear Mr. Marquez: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory |
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| August 19, 2013 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (“Agreement”) is made and entered into as of June 11, 2013, by and among Rackwise, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), and the secured parties listed on the signature pages hereof. WITNESSETH: WHEREAS, pursuant to that |
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| August 19, 2013 |
RACKWISE, INC. WARRANTS TO PURCHASE COMMON STOCK Exhibit 4.2 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A |
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| August 19, 2013 |
Exhibit 10.4 COLLATERAL AGENT AGREEMENT COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of June 11, 2013, among Greg Bloom, as collateral agent (the “Collateral Agent”), the parties identified on the signature pages hereto, as lenders (each, individually, a “Lender” and collectively, the “Lenders”), and Rackwise, Inc., a Nevada corporation, as borrower (the “Borrower”). WHEREAS, the Lenders |
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| August 19, 2013 |
EX-10.3 6 v352637ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 GUARANTY This Guaranty (the “Guaranty”) is made this 11th day of June, 2013, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of the secured parties listed on the signature pages hereof (together with its successors, assigns, endorsees an |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R 203 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| August 1, 2013 |
8-K 1 v3515428k.htm FORM 8-K UNITED STATES 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): July 29, 2013 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incorpor |
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| August 1, 2013 |
EXHIBIT 3.1 |
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| July 17, 2013 |
Unregistered Sales of Equity Securities - CURRENT REPORT UNITED STATES 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): July 11, 2013 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 13, 2013 |
8-K 1 v3477038k.htm FORM 8-K UNITED STATES 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): June 11, 2013 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incorpor |
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| June 4, 2013 |
8-K 1 v3469298k.htm 8-K UNITED STATES 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): May 29, 2013 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction of Incorporation) |
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| May 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54519 RACKWISE, IN |
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| May 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R104 (Check One):¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| April 16, 2013 |
RACKWISE, INC. WARRANTS TO PURCHASE COMMON STOCK Exhibit 4.10 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A |
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| April 16, 2013 |
Exhibit 10.26 SUBSCRIPTION AGREEMENT Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Rackwise, Inc., a Nevada corporation (the “Company”), the number of units (the “Units” or the “PPO Units”) set forth on the signature page hereof at a purchase price of $0.15 per Unit (the “Purchase Price”). Each Un |
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| April 16, 2013 |
Exhibit 10.27 PLACEMENT AGENCY AGREEMENT September 1, 2012 Gottbetter Capital Markets, LLC Mr. Julio A. Marquez, President 488 Madison Avenue 12th Floor New York, New York 10022 Re: RACKWISE, INC. Dear Mr. Marquez: This Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regul |
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| April 16, 2013 |
Exhibit 10.25 SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agen |
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| April 16, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 10-K 1 v33733410k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2012 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-545 |
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| April 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R104 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| November 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54519 CUSIP Number: 75008R104 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Read Instructions (on back page) Before Preparing Form. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54519 RACKWISE |
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| November 13, 2012 |
UNITED STATES 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): November 9, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 29, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000 |
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| August 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54519 RACKWISE, INC |
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| July 23, 2012 |
8-K 1 v3192368k.htm FORM 8-K UNITED STATES 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): July 18, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction of Incorpor |
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| July 6, 2012 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 8-K 1 v3178968k.htm FORM 8-K UNITED STATES 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): June 29, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of Incorpor |
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| July 6, 2012 |
RACKWISE, INC. WARRANTS TO PURCHASE COMMON STOCK EX-4.2 3 v317896ex4-2.htm EXHIBIT 4.2 EXHIBIT 4.2 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OT |
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| July 6, 2012 |
EX-10.1 4 v317896ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of , 2012, entered into by and among Rackwise, Inc., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively the “Buyers”). WITNESSETH: WHEREAS, the Company and the |
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| July 6, 2012 |
EX-10.3 6 v317896ex10-3.htm EXHIBIT 10.3 EXHIBIT 10.3 PLACEMENT AGENCY AGREEMENT June 22, 2012 Gottbetter Capital Markets, LLC Mr. Julio A. Marquez, President 488 Madison Avenue 12th Floor New York, New York 10022 Re: RACKWISE, INC. Dear Mr. Marquez: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member |
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| July 6, 2012 |
8% CONVERTIBLE PROMISSORY NOTE RACKWISE, INC. Due ______________ ___, 2013 EX-4.1 2 v317896ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 For U.S. Investors: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURIT |
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| July 6, 2012 |
EXHIBIT 10.2 SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent |
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| June 12, 2012 |
RACKWISE, INC. 40,803,384 Shares Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-179020 RACKWISE, INC. Prospectus 40,803,384 Shares Common Stock This prospectus relates to the sale of up to 40,803,384 shares of our common stock, par value $0.0001 per share, by the selling stockholders of Rackwise, Inc., a Nevada corporation, listed in this prospectus. 28,580,454 of the shares are presently issued and outstanding and 12,222, |
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| June 8, 2012 |
2365 Iron Point Road, Suite 190 Folsom, CA 95630 June 8, 2012 Via EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N. |
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| May 29, 2012 |
As filed with the Securities and Exchange Commission on May 29, 2012 Registration No. |
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| May 29, 2012 |
RACKWISE, INC. 2365 Iron Point Road, Suite 190 Folsom, CA 95630 May 29, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Katherine Wray Division of Corporation Finance Re: Rackwise, Inc. (f/k/a Visual Network Design, Inc.) Amendment No. 2 to Registration Statement on Form S-1 Filed April 16, 2012 File No. 333-179020 Current Report on For |
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| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v31304610q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num |
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| April 26, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 v3103228-k.htm CURRENT REPORT UNITED STATES 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): April 20, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 27-0997534 (State or Other Jurisdiction of |
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| April 26, 2012 |
RACKWISE, INC. [FORM OF] 12% CONVERTIBLE PROMISSORY NOTE EX-4.1 2 v310322ex4-1.htm FORM OF 12% SENIOR CONVERTIBLE PROMISSORY NOTE EXHIBIT 4.1 [For U.S. Persons: NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANS |
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| April 26, 2012 |
RACKWISE, INC [FORM OF] WARRANT TO PURCHASE COMMON STOCK EX-4.2 3 v310322ex4-2.htm FORM OF WARRANT UNDERLYING 12% SENIOR CONVERTIBLE PROMISSORY NOTE EXHIBIT 4.2 Warrant Certificate No. []- [For Reg. D Purchasers - NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH |
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| April 16, 2012 |
As filed with the Securities and Exchange Commission on April 16, 2012 Registration No. |
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| April 16, 2012 |
RACKWISE, INC. 2365 Iron Point Road, Suite 190 Folsom, CA 95630 April 16, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Katherine Wray Division of Corporation Finance Re: Rackwise, Inc. (f/k/a Visual Network Design, Inc.) Registration Statement on Form S-1 Filed January 17, 2012 File No. 333-179020 Ladies and Gentlemen: On behalf of R |
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| April 2, 2012 |
RACK / Rackwise, Inc. / DEMOSS EMMETT - FORM SC13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rackwise, Inc.. (Name of Issuer) Common Stock (Title of Class of Securities) 75008R104 (CUSIP Number) Emmett DeMoss 1321 Butterfield Road San Anselmo, CA 94960 (415) 308-3434 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 v30727310-k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: December 31, 2011 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| March 30, 2012 |
RACK / Rackwise, Inc. / Black Diamond Financial Group, LLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rackwise, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75008R104 (CUSIP Number) Michael Burkart Black Diamond Financial Group LLC 1610 Wynkoop Street, STE 400 Denver, CO 80202 (303) 893-2334 (Name, Address and Telephone Number of Person Authorized |
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| January 27, 2012 |
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): January 23, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E |
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| January 26, 2012 |
As filed with the Securities and Exchange Commission on January 25, 2012 Registration No. |
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| January 17, 2012 |
EX-10.16 5 v245406ex10-16.htm EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 30, 2011 is entered into by and between Guy A. Archbold (“Employee”) and Rackwise, Inc. (“Employer”). IN CONSIDERATION of the mutual promises set forth below, Employee and Employer hereby agree as follows: 1. Agreement to Perform Services: Employer hereby agrees to employ |
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| January 17, 2012 |
EX-10.21 9 v245406ex10-21.htm EXHIBIT 10.21 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2011 between Rackwise, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”). RECITALS: WHEREAS, the Company has offere |
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| January 17, 2012 |
RACKWISE, INC. BROKER WARRANTS TO PURCHASE COMMON STOCK Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STAT |
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| January 17, 2012 |
Registration Statement - REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 13, 2012 Registration No. |
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| January 17, 2012 |
PLACEMENT AGENCY AGREEMENT December 1, 2011 Gottbetter Capital Markets, LLC Mr. Julio A. Marquez, President 488 Madison Avenue 12th Floor New York, New York 10022 Re: RACKWISE, INC. Dear Mr. Marquez: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FI |
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| January 17, 2012 |
EX-10.19 7 v245406ex10-19.htm EXHIBIT 10.19 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated as of November 25, 2011, is made by and between Navesink Capital Advisors, LLC, a Delaware limited liability company (“NCA”), whose address is 1200 Federal Highway, Suite 200, Boca Raton, FL 33432 and, Rackwise, Inc., a Nevada corporation (the “Company”), having its pri |
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| January 17, 2012 |
SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”). |
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| January 17, 2012 |
EX-10.18 6 v245406ex10-18.htm EXHIBIT 10.18 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement"), dated as of November 25, 2011, is made by and between Paradigm Capital Holdings LLC (“PCH”), whose address is 1200 Federal Highway, Suite 200, Boca Raton, FL 33432 and, Rackwise, Inc., a Nevada corporation (the “Company”), having its principal place of business at 101 Califor |
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| January 17, 2012 |
RACKWISE, INC. WARRANTS TO PURCHASE COMMON STOCK Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STAT |
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| January 17, 2012 |
RACKWISE, INC. 101 California Street, Suite 2450 San Francisco, CA 94111 SUBSCRIPTION AGREEMENT RACKWISE, INC. 101 California Street, Suite 2450 San Francisco, CA 94111 SUBSCRIPTION AGREEMENT Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Rackwise, Inc., a Nevada corporation (the “Company”), the number of units (the “Units” or the “PPO Units”) set forth on the signature page hereof at a purch |
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| January 17, 2012 |
The Rules That Guide Our Business As adopted January 6, 2012 Code of Ethics and Business Conduct Introduction All of us at Rackwise, Inc. |
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| January 12, 2012 |
UNITED STATES 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): January 6, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 11, 2012 |
UNITED STATES 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): January 4, 2012 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| January 9, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 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 21, 2011 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 9, 2012 |
RACKWISE, INC. 101 California St. Suite 2450 San Francisco, CA 94111 January 6, 2012 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Katherine Wray or Courtney Haseley Division of Corporation Finance Re: Rackwise, Inc. (f/k/a Visual Network Design, Inc.) Amendment to Current Report on Form 8-K Dated September 21, 2011 Filed November 16, 2011 File No. 0 |
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| December 20, 2011 |
RACKWISE, INC. 101 California Street, Suite 2450 San Francisco, CA 94111 December 20, 2011 Courtney Haseley, Staff Attorney Katherine Wray, Staff Attorney U.S. Securities and Exchange Commission Washington, DC 20549 Re: Rackwise, Inc. (f/k/a Visual Network Design, Inc.) Amendment to Current Report on Form 8-K Dated September 21, 2011 Filed November 16, 2011 File No. 000-54519 Dear Ms. Haseley and |
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| December 15, 2011 |
UNITED STATES 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): November 22, 2011 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| December 9, 2011 |
UNITED STATES 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): December 5, 2011 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 7, 2011 |
UNITED STATES 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): December 1, 2011 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction (Commission File Number) (I.R.S. Empl |
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| December 7, 2011 |
POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of Adam S. |
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| December 7, 2011 |
POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of Adam S. |
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| December 7, 2011 |
POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of Adam S. |
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| December 7, 2011 |
POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of Adam S. |
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| December 7, 2011 |
Rackwise Forms DCiM Development Agreement with Intel Corporation FOR IMMEDIATE RELEASE Rackwise Forms DCiM Development Agreement with Intel Corporation - Real-time device level monitoring and reporting to yield significant data center cost savings - SAN FRANCISCO, December 1, 2011 /Business Wire/ — Rackwise, Inc. |
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| November 17, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 21, 2011 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 17, 2011 |
RACKWISE, INC. 101 California St. Suite 2450 San Francisco, CA 94111 November 16, 2011 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Katherine Wray or Courtney Haseley Division of Corporation Finance Re: Rackwise, Inc. (f/k/a Visual Network Design, Inc.) Current Report on Form 8-K Filed September 27, 2011 File No. 333-163172 Ladies and Gentlemen: On |
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| November 14, 2011 |
RACKWISE, INC. 101 California St. Suite 2450 San Francisco, CA 94111 November 14, 2011 Courtney Haseley, Staff Attorney US Securities and Exchange Commission Washington, DC 20549 Re: Rackwise, Inc. Current Report on Form 8-K Filed September 27, 2011 File No. 333-163172 Dear Ms. Haseley: We have received the October 28, 2011 letter of the Commission respecting the captioned matter. Through our lega |
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| November 14, 2011 |
EX-10.1 2 v239033ex10-1.htm EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”), made as of this 1st day of October 2011, by and between Gottbetter Capital Markets, LLC (“Consultant” or “Markets”), a New York limited liability company, located at 488 Madison Avenue 12th Floor, New York, NY 10022 and Rackwise Inc. f/k/a Visual Network Design, Inc. (“Company”), a Delaware corpo |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-163172 RACKWIS |
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| October 27, 2011 |
UNITED STATES 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): October 27, 2011 Rackwise, Inc. (Exact name of registrant as specified in its charter) Nevada 333-1763172 26-3439890 (State or Other Jurisdiction (Commission File (I.R.S. Employer of |
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| October 7, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-163 |
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| October 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 26-3439890 (State of incorporation or organization) (IRS Employer Identification No.) 101 California Street, Suite 2450 San |
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| October 5, 2011 |
EX-16.1 6 v236599ex16-1.htm EXHIBIT 16.1 October 3, 2011 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Rackwise, Inc. (formerly known as Visual Network Design, Inc.) We have read Item 4.01 of Rackwise, Inc.’s Form 8-K dated September 29, 2011 and agree with the statements contained therein, insofar as they apply to Lake & Associates, CPA’s LLC. Very truly yours, /s/ |
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| October 5, 2011 |
Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 EXHIBIT 2.1 Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Merger (Pursuant to NRS Chapter 92A – excluding 92A.200(4b)) 1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200): ¨ If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing |
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| October 5, 2011 |
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 29, 2011 RACKWISE, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. |
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| October 5, 2011 |
EX-2.2 5 v236599ex2-2.htm EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2011, is entered into by and between Visual Network Design, Inc., a Nevada corporation (“VNDI”), and Rackwise, Inc., a Nevada corporation (“Rackwise”). RECITALS A. Rackwise is a wholly-owned subsidiary of VNDI; B. The boards of directors of Rackwise and VNDI deem it advis |
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| September 28, 2011 |
Visual Network Design, Inc. Announces Reverse Merger and $3.136 Million Private Offering Exhibit 99.1 Visual Network Design, Inc. Announces Reverse Merger and $3.136 Million Private Offering SAN FRANCISCO, CA – September 23, 2011 – Visual Network Design, Inc., a Nevada corporation (the “Company”) announced today that it completed a reverse merger on September 21, 2011 in which Visual Network Design, Inc., a software development and marketing company incorporated in Delaware dba Rackwi |
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| September 28, 2011 |
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 27, 2011 VISUAL NETWORK DESIGN, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction of incorporation) (Commission File Nu |
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| September 27, 2011 | ||
| September 27, 2011 |
SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of September 21, 2011 (this “Agreement”), is entered into by and among Visual Network Design, Inc. |
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| September 27, 2011 |
EX-10.14 21 v235705ex10-14.htm EXHIBIT 10.14 EXCHANGE AGENT AGREEMENT This Exchange Agent Agreement (the “Agreement”) is entered into as of this 21st day of September, 2011 by and between Visual Network Design, Inc, f/k/a Cahaba Pharmaceuticals, Inc., organized and existing under the laws of Nevada (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal |
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| September 27, 2011 |
EX-10.15 22 v235705ex10-15.htm EXHIBIT 10.15 FINDER’S FEE AGREEMENT THIS FINDER’S FEE AGREEMENT (this “Agreement”), made as of this 20th day of September 2011, by and between INVX Peru S.A.C., an asset management company in the country of Peru (hereinafter referred to as the “Finder”), and Visual Network Design, Inc., a publicly traded Nevada corporation (hereinafter referred to as the “Company”). |
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| September 27, 2011 |
ASSIGNMENT AND ASSUMPTION AGREEMENT EX-10.7 14 v235705ex10-7.htm EXHIBIT 10.7 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made this 21st day of September, 2011, by and between Visual Network Design, Inc. (d/b/a Rackwise), a Delaware corporation (“Assignor”), and Visual Network Design, Inc. (f/k/a Cahaba Pharmaceuticals, Inc.), a Nevada corporation (“Assignee”). WITNESSETH: WHERE |
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| September 27, 2011 |
BYLAWS VISUAL NETWORK DESIGN, INC. a Nevada corporation ARTICLES ONE BYLAWS OF VISUAL NETWORK DESIGN, INC. a Nevada corporation ARTICLES ONE OFFICES Section 1.1. REGISTERED OFFICE – The registered office of this corporation shall be in the County of Clark, State of Nevada. Section 1.2. OTHER OFFICES – The corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or th |
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| September 27, 2011 |
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2011 (the “Effective Date”) between Visual Network Design, Inc. |
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| September 27, 2011 |
VISUAL NETWORK DESIGN, INC. 2011 EQUITY INCENTIVE PLAN VISUAL NETWORK DESIGN, INC. 2011 EQUITY INCENTIVE PLAN 1. PURPOSE. The Visual Network Design, Inc. 2011 Equity Incentive Plan has two complementary purposes: (a) to attract and retain outstanding individuals to serve as officers, employees, directors, consultants and advisors to the Company and its Affiliates, and (b) to increase stockholder value. The Plan will provide participants incentives to |
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| September 27, 2011 |
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 21, 2011 VISUAL NETWORK DESIGN, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction of (Commission File Number) (I.R.S. E |
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| September 27, 2011 |
SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the "Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the "Issuer"), the limited liability company identified on Schedule 1 (the "Depositor") and CSC Trust Company of Delaware, as escrow agent hereunder (the "Escrow Agent"). |
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| September 27, 2011 |
VISUAL NETWORK DESIGN, INC. WARRANTS TO PURCHASE COMMON STOCK Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH |
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| September 27, 2011 |
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG VISUAL NETWORK DESIGN, INC. (a Nevada corporation) VNDI ACQUISITION CORP. AND VISUAL NETWORK DESIGN, INC. (a Delaware corporation) SEPTEMBER 21, 2011 TABLE OF CONTENTS ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Private Placement Offering 2 1.3 Registration Statement 2 1.4 Bridge Loan 2 1.5 The Closing 2 1.6 Actions at the Closing 3 1.7 Additio |
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| September 27, 2011 |
ESCROW AGREEMENT This Escrow Agreement (this “Agreement”) is entered into as of September 21, 2011 by and among Visual Network Design, Inc. |
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| September 27, 2011 |
EX-10.2 9 v235705ex10-2.htm EXHIBIT 10.2 GENERAL RELEASE AGREEMENT This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of September 21, 2011, is entered into by and among Visual Network Design, Inc. (formerly Cahaba Pharmaceuticals, Inc.), a Nevada corporation (“Seller”), VNDI Split Corp., a Nevada corporation (“Split-Off Subsidiary”), and Scott Hughes (“Buyer”). In consideration of the mu |
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| September 27, 2011 |
EX-10.13 20 v235705ex10-13.htm EXHIBIT 10.13 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of , 2011, by and between the undersigned person or entity (the “Restricted Holder”) and Visual Network Design, Inc., a Nevada corporation formerly known as Cahaba Pharmaceuticals, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings g |
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| September 27, 2011 |
EX-21.1 23 v235705ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Registrant’s Subsidiaries Jurisdiction of Formation Visual Network Design, Inc. Delaware |
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| September 27, 2011 |
STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is Visual Network Design, Inc. |
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| September 27, 2011 |
VISUAL NETWORK DESIGN, INC. BROKER’S WARRANTS TO PURCHASE COMMON STOCK Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH |
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| September 27, 2011 | ||
| September 27, 2011 | ||
| September 27, 2011 |
VISUAL NETWORK DESIGN, INC. WARRANTS TO PURCHASE COMMON STOCK Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH |
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| September 27, 2011 |
EX-10.5 12 v235705ex10-5.htm EXHIBIT 10.5 PLACEMENT AGENCY AGREEMENT August 3, 2011 Gottbetter Capital Markets, LLC Mr. Julio A. Marquez, President 488 Madison Avenue 12th Floor New York, New York 10022 Re: VISUAL NETWORK DESIGN, INC. Dear Mr. Marquez: This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and membe |
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| September 27, 2011 |
VISUAL NETWORK DESIGN, INC. 517 NW 8 Terrace Cape Coral, FL 33993 SUBSCRIPTION AGREEMENT VISUAL NETWORK DESIGN, INC. 517 NW 8 Terrace Cape Coral, FL 33993 SUBSCRIPTION AGREEMENT Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Visual Network Design, Inc., a Nevada corporation (the “Company”) the number of units (the “Units” or the “PPO Units”) set forth on the signature page hereof at a |
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| September 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-163172 VISUAL NETWO |
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| August 11, 2011 |
FORM OF AMENDMENT AND CONSENT AGREEMENT EX-3.2 3 v231791ex3-2.htm EXHIBIT 3.2 FORM OF AMENDMENT AND CONSENT AGREEMENT THIS AMENDMENT AND CONSENT AGREEMENT (this “Agreement”) is made this day of , 2011, by and among Visual Network Design, Inc., a Nevada corporation f/k/a Cahaba Pharmaceuticals, Inc. (“Assignor”), Navesink SPV 1, Inc., a Delaware corporation (“Assignee”), and the undersigned Buyer (as defined below). W I T N E S S E T H: |
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| August 11, 2011 |
UNITED STATES 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 5, 2011 VISUAL NETWORK DESIGN, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or Other Jurisdiction (Commission File (I.R.S. Em |
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| August 11, 2011 |
ASSIGNMENT AND ASSUMPTION AGREEMENT EX-3.1 2 v231791ex3-1.htm EXHIBIT 3.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made this 5th day of August, 2011, by and among Visual Network Design, Inc., a Nevada corporation f/k/a Cahaba Pharmaceuticals, Inc. (“Assignor”), Navesink SPV 1, Inc., a Delaware corporation (“Assignee”), DataCom Systems, Incorporated, a Nevada corporation (“Sub |
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| July 25, 2011 |
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): July 21, 2011 VISUAL NETWORK DESIGN, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 13, 2011 |
EX-2.2 5 v228325ex2-2.htm EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2011, is entered into by and between Cahaba Pharmaceuticals, Inc., a Nevada corporation (“CAHA”), and Visual Network Design, Inc., a Nevada corporation (“VNDI”). RECITALS A. VNDI is a wholly-owned subsidiary of CAHA; B. The boards of directors of VNDI and CAHA deem it advisable |
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| July 13, 2011 |
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): July 8, 2011 VISUAL NETWORK DESIGN, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 02-0811868 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 13, 2011 |
EXHIBIT 2.1 Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Merger (Pursuant to NRS Chapter 92A – excluding 92A.200(4b)) 1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200): ¨ If there are more than four merging entities, check box and attach an 81/2" x 11" blank sheet containing |
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| July 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-163172 CAHABA PHAR |
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| April 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-163172 CAHABA PH |
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| April 20, 2011 |
CAHABA PHARMACEUTICALS, INC. [FORM OF] WARRANT TO PURCHASE COMMON STOCK EXHIBIT 10.3 Warrant Certificate No. [For Reg. D Purchasers — NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSF |
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| April 20, 2011 |
10% SECURED CONVERTIBLE PROMISSORY NOTE CAHABA PHARMACEUTICALS, INC. DUE [_______], 2012 EXHIBIT 10.2 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUND |
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| April 20, 2011 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [], 2011, entered into by and among Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively “Buyers”), WITNESSETH: WHEREAS, the Company and the Buyer(s) are executing and d |
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| April 20, 2011 |
EXHIBIT 10.4 PUBCO SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the [] day of [], 2011, by and among Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purchase A |
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| April 20, 2011 |
EXHIBIT 10.6 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”), dated as of [] [], 2011, is made by Cahaba Pharmaceuticals, Inc., a Nevada corporation (the “Company”), each person and entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and each additional person, if any, who becomes a Pledgor pursuant to the requirements of Section 3.18 of the Bridge Loan Agreement |
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| April 20, 2011 |
EXHIBIT 10.5 BRIDGE LOAN AGREEMENT THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this [] day of [], 2011, by and among DataCom Systems, Incorporated, a Nevada corporation (“Borrower”), and Cahaba Pharmaceuticals, Inc., a Nevada corporation (“Lender”). WITNESSETH: WHEREAS, simultaneously herewith Lender is engaged in an offering (the “Note Offering”) of its 10% Secured Convertible Promissor |
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| April 20, 2011 |
EXHIBIT 10.7 DATACOM SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the [] day of [], 2011, by and among DataCom Systems, Incorporated, a Nevada corporation (the “Borrower”), and Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to that certain Securities Purcha |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: October 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-163172 CAHABA PHARMACEU |
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| February 14, 2011 |
EXHIBIT 21 SUBSIDIARIES OF REGISTRANT None. |
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| February 8, 2011 |
UNITED STATES 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): February 1, 2011 CAHABA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or Other Jurisdiction (Commission File (I.R.S. |
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| January 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-163172 CUSIP Number: 12772P105 (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For period ended: October 31, 2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the transition period ended: If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I—REGISTRANT INFORMATION Full name of registrant: Cahaba Pharmaceuticals, Inc. |
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| November 22, 2010 |
UNITED STATES 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): November 15, 2010 CAHABA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or Other Jurisdiction of Incorporation) (Comm |
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| September 13, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-163172 CAHABA PHARM |
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| September 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 23, 2010 Cahaba Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 333-163172 26-3439890 (State or other jurisdiction (Commission File (I.R.S |
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| August 30, 2010 | ||
| August 30, 2010 | ||
| August 30, 2010 | ||
| August 30, 2010 |
UNITED STATES 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 24, 2010 Cahaba Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Nevada 333-163172 [] (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 30, 2010 |
EX-10.1 25 v195530ex10-1.htm EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the "Merger Agreement") is made as of August 23, 2010, by and between MIB DIGITAL, INC., a Florida corporation ("MIB "), and CAHABA PHARMACEUTICALS, INC., a Nevada corporation ("Cahaba "). MIB and Cahaba are sometimes referred to as the "Constituent Corporations." A. The aut |
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| March 11, 2010 |
Exhibit 16.1 SEALE and BEERS, CPAs PCAOB & CPAB REGISTERED AUDITORS www.sealebeers.com March 10, 2010 Office Of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K dated March 9, 2010 of MIB Digital, Inc. (the “Company”) to be filed with the Securities and Exchange Commi |
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| March 11, 2010 |
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) March 9, 2010 MIB Digital, Inc. |
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| March 3, 2010 |
March 3, 2010 Via EDGAR Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N. |
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| March 1, 2010 |
As filed with the Securities and Exchange Commission on March 1, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIB Digital, Inc - (Exact name of registrant as specified in its charter) Florida - (State or other jurisdiction of incorporation or organization) 7372 - (Primary Standard Industrial Classification Code Number) 26-3439890 - (I.R.S. Employer Iden |
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| February 16, 2010 |
February 16, 2010 Via EDGAR Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N. |
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| January 29, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIB Digital, Inc - (Exact name of registrant as specified in its charter) Florida - (State or other jurisdiction of incorporation or organization) 7372 - (Primary Standard Industrial Classification Code Number) 26-3439890 - (I.R.S. Employer Iden |
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| January 29, 2010 |
EXHIBIT 99.2 INVESTMENT LETTER - MIB Digital, Inc. 2670 Towne Village Dr. Duluth GA 30097 Gentlemen: The undersigned hereby represents and warrants to MIB Digital, Inc. (the "Company") that (i) the nine million (9,000,000) shares of the Company's Common Stock (the "Securities") which are being received by the undersigned in consideration of nine thousand ($9,000) dollars and are being acquired for |
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| January 29, 2010 |
January 28, 2010 Via EDGAR Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N. |
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| January 29, 2010 |
EXHIBIT 3.3 MIB DIGITAL, INC. BOARD OF DIRECTORS RESOLUTION AUTHORIZING ISSUANCE OF 9,000,000 SHARES OF COMMON STOCK TO SCOTT HUGHES September 23, 2009 RESOLVED on this date September 23, 2009 that the Officers of MIB Digital, Inc. are hereby authorized and instructed to issue in the Name of Scott Hughes Certificates for 9,000,000 shares Of Common Stock of this Corporation, and to deliver the same |
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| December 29, 2009 |
Exhibit 4.1 |
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| December 29, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIB Digital, Inc - (Exact name of registrant as specified in its charter) Florida - (State or other jurisdiction of incorporation or organization) 7372 - (Primary Standard Industrial Classification Code Number) 26-3439890 - (I.R.S. Employer Iden |
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| December 29, 2009 |
December 29, 2009 Via EDGAR Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N. |
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| November 18, 2009 |
EXHIBIT 14.1 MIB Digital, Inc. CODE OF BUSINESS CONDUCT AND ETHICS (ADOPTED BY THE BOARD OF DIRECTORS ON September 23, 2009) INTRODUCTION This Code of Business Conduct and Ethics (the "CODE") covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of the Company. All of our officers, directors an |
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| November 18, 2009 |
EXHIBIT 99.1 SUBSCRIPTION AGREEMENT MIB DIGITAL, INC.. 2670 Towne Village Dr. Duluth, GA 30097 A. Instructions. - Each person considering subscribing for the Shares should review the following instructions: Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials and, if the subscription is ac |
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| November 18, 2009 |
EXHIBIT 3.1 ARTICLES OF INCORPORATION - OF - MIB DIGITAL, INC. - The undersigned, a natural person competent to contract, does hereby make, subscribe and file these Articles of Incorporation for the purpose of organizing a corporation under the laws of the State of Florida. ARTICLE I CORPORATE NAME - The name of this Corporation shall be: MIB Digital, Inc. ARTICLE II PRINCIPAL OFFICE AND MAILING A |
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| November 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MIB Digital, Inc - (Exact name of registrant as specified in its charter) Florida - (State or other jurisdiction of incorporation or organization) 7372 - (Primary Standard Industrial Classification Code Number) 26-3439890 - (I.R.S. Employer Identification Number) |
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| November 18, 2009 |
EXHIBIT 3.2 BY-LAWS OF MIB DIGITAL, INC. a Florida corporation INDEX PAGE ARTICLE I OFFICES Section 1.01 Principal Office........................................... 1 Section 1.02 Registered Office.......................................... 1 Section 1.03 Other Offices.............................................. 1 ARTICLE II MEETINGS OF SHAREHOLDERS Section 2.01 Annual Meeting.................... |
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| November 18, 2009 |
Exhibit 4.1 |
