UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2010
VRINGO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-34785 | 20-4988129 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 18 East 16th Street, 7th Floor New York, New York |
10003 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (646) 525-4319
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On June 25, 2010, Vringo, Inc. (the “Company”) consummated its initial public offering (the “IPO”) of 2,392,000 units (the “Units”) at $4.60 per Unit. Each Unit consists of one share of common stock, par value $0.01 per share (the “Common Stock”), and two warrants (the “Warrants”). Each Warrant entitles its holder to purchase one share of Common Stock at $5.06 per share. The Warrants expire on June 21, 2015. A copy of the press release issued by the Company announcing the consummation of the IPO is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release, dated June 28, 2010 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 28, 2010 | VRINGO, INC. | |||||||
| By: | /s/ JONATHAN MEDVED | |||||||
| Name: | Jonathan Medved | |||||||
| Title: | Chief Executive Officer | |||||||
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Exhibit 99.1
Ross Neumann
Vringo, Inc.
ross.neumann@vringo.com
+1 646-525-4319 x. 3503
FOR IMMEDIATE RELEASE
Vringo Announces Completion of Initial Public Offering
June 28, 2010 – NEW YORK – Vringo, Inc. (NYSE Amex: VRNGU), a provider of video ringtones and mobile personalization solutions for mobile devices, announced today that it has completed its initial public offering of 2,392,000 units at a price of $4.60 per unit. Each unit consists of one share of common stock and two five-year warrants, with each warrant conferring the right to purchase one share of common stock at an exercise price of $5.06 per share.
The net proceeds received by Vringo from the offering were approximately $9.4 million after deducting underwriting discounts and commission and estimated offering expenses.
On or prior to September 18, 2010, the units will separate into common stock and warrants, and the component securities will begin trading as separate securities. The common stock is expected to trade on the NYSE Amex under the symbol “VRNG” and the warrants are expected to trade under the symbol “VRNGW.” Vringo will issue a press release announcing the date such separate trading will begin.
Maxim Group LLC acted as the sole book-running manager for the offering and sole representative of the underwriters. Chardan Capital Markets, LLC and Ladenburg Thalmann & Co. Inc. acted as co-managers for the offering.
A registration statement relating to the units and the underlying securities has been declared effective by the Securities and Exchange Commission. The offering of the units was made only by means of a prospectus, copies of which may be obtained by contacting Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, or by calling 212-895-3685. The final prospectus also may be obtained at the Securities and Exchange Commission’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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About Vringo
Founded in 2006, Vringo is bringing about the evolution of ringtones. With its video ringtone application and Web platform, Vringo transforms the basic act of making and receiving mobile phone calls into a highly visual, social experience. By installing Vringo’s application, which is compatible with more than 200 handsets, users can create or download video, images and slideshows and make it into their personal call signature. For more information, visit http://www.vringo.com.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Vringo expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Vringo’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.