8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Clyvia Inc. - 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

December 6, 2006
Date of Report (Date of earliest event reported)

CLYVIA INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50930 98-0415276
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

1480 Gulf Road, #204  
Point Roberts, WA 98281
  (Zip Code)

(360) 306-0230
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



SECTION 3 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 3.02           UNREGISTERED SALES OF EQUITY SECURITIES.

On December 6, 2006, Clyvia Inc. (the “Company”) issued 1,157,400 units at a price of EUR 0.432 ($0.58 US) per unit for total proceeds of EUR 500,000 ($666,346 US). Each unit is comprised of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock at a price of EUR 0.44 ($0.59 US) per share for a period of one year from the date of issuance. This private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. The Company did not engage in a distribution of this offering in the United States. Each of the investors has represented that they were not US persons as defined in Regulation S, and have provided representations indicating that they were acquiring the Company’s securities for investment purposes only and not with a view towards distribution. A finder’s fee of 10% of the proceeds of the private placement will be paid, in cash, to Rifino International Investment Corp. of Liechtenstein, in consideration for its efforts in arranging the private placement.

Copies of the Company’s press release announcing the private placement is attached as an exhibit to this Current Report on Form 8-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01           FINANCIAL STATEMENTS AND EXHIBITS.

(c)           Exhibits

Exhibit Number   Description of Exhibit
     
99.1   Press Release dated December 7, 2006.

 

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.

    CLYVIA INC.
Date: December 8, 2006  
  By: /s/ Walter P.W. Notter
    WALTER P.W. NOTTER
    Chief Executive Officer, President, Chief Financial
    Officer and Treasurer

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