SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 2, 2006
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ICOA, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-32513 87-0403239
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 Airport Road, Warwick, Rhode Island 02889
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(Address of principal executive offices) (Zip code)
(401) 352-2300
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Registrant's telephone number, including area code
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] 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 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 2, 2006, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP ("Purchasers"). The Securities Purchase
Agreement provides that Purchasers will purchase up to three hundred thousand
dollars ($300,000) of secured convertible debentures, which shall be convertible
into shares of the Company's common stock at the lower of $0.048 or 90% of the
volume weighted average price for the ten (10) days immediately preceding the
conversion. On Feb 2, the Purchasers purchased a secured convertible debenture
in the principal amount of one hundred twenty five thousand dollars ($125,000).
The secured convertible debenture accrues interest of 10% per annum, and is due
on or before February 2, 2009. In connection with the offering, the Company
issued 50,000,000 common stock purchase warrants (the "Warrants"), of which
25,000,000 shares may be exercised at $0.01, and 25,000,000 shares may be
exercised at $0.03. The Warrants expire on February 2, 2009.
In connection with the Securities Purchase Agreement, the Company entered into
an Investor Registration Rights Agreement with the Purchasers whereby the
Company will register with the Commission 87,500,000 shares of Common Stock
issuable to Purchasers upon conversion of the secured convertible debentures and
exercise of the Warrants.
The convertible debenture is secured by a pledge of assets of the Company and
its subsidiaries as set forth in that certain Security Agreement between the
Company and Purchasers dated November 2, 2005. In addition, the Company entered
into an Amended Pledge and Escrow Agreement which replaces and supersedes that
certain Pledge and Escrow Agreement dated November 2, 2005.
The net proceeds of the financing are to be utilized for general working
capital.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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10.1 Securities Purchase Agreement Provided herewith
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10.2 Convertible Debenture Provided herewith
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10.3 Amended Pledge and Escrow Agreement Provided herewith
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10.4 Investor Registration Rights Agreement Provided herewith
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10.5 Warrant A Provided herewith
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10.6 Warrant B Provided herewith
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SIGNATURES
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.
ICOA, INC.
Date: February 8, 2006 By: /s/ Rick Schiffmann
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Name: Rick Schiffmann
Its: Chief Executive Officer