Item
5.02 UNREGISTERED
SALES of EQUITY SECURITIES
Since our
last 8-K filing, on October 20, 2009 through the filing date of this report, we
sold 100,000 shares at a price of $0.50 per share or $10,000 in the
aggregate to two accredited investors. These shares were sold pursuant to our
“Series BB” private placement of up to 9,000,000 shares, or for an aggregate
offering price of $450,000. For every two shares purchased under the
“Series BB” private placement, one warrant is to be issued for the purchase of
one additional share at a price of $0.20 per share, and one warrant is to be
issued for the purchase of one additional share at a price of $0.50 per
share. Accordingly, these four investors may acquire up to an
additional 100,000 shares. Pursuant to our “Series BB” private
placement, the Company has sold 890,000 shares in the aggregate, or $44,500 in
the aggregate.
We
believe that the offer and sale of the foregoing units were exempt from the
registration requirements of the Securities Act of 1933 by virtue of Sections
4(2) and 4(6) thereof and Regulation D as promulgated thereunder. The securities
were offered and sold only to persons believed by us to be, and who represented
to us in writing that they are, accredited investors as defined in Regulation
D.
On
November 2, 2009, the Company’s Board of Directors authorized to extend the sale
of the offering of the Series BB until December 31, 2009.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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SIBLING
ENTERTAINMENT GROUP HOLDINGS, INC.
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Date: November 5,
2009
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By:
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/s/ James
Cardwell
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James
Cardwell
Chief
Financial Officer
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