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
1, 2008
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WHERIFY
WIRELESS, INC. |
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(Exact
name of registrant as specified in its
charter) |
|
Delaware |
0-24001 |
76-0552098 |
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(State
or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification
No.) |
|
63
Bovet Road, # 521 San Mateo,
California |
94402 |
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
|
Registrant's
Telephone Number, Including Area Code |
|
(650)
641-2225 |
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901
Mariners Island Blvd San Mateo, California, 94404 |
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
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 May
19, 2008, Wherify Wireless, Inc. (“Wherify”) entered into a Forbearance
Agreement with its secured creditor Yorkville Advisors, LLC, (“Yorkville”) who
agreed to forbear from exercising its rights and remedies under Wherify’s
debentures arising out of existing defaults, pending efforts by Wherify to
complete a number of initiatives contemplated in the Forbearance Agreement
including, without limitation, (i) the restructuring of its unsecured creditors
and (ii) a proposed merger with Lightyear Network Solutions. A description of
the Forbearance Agreement is disclosed in a Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 22, 2008, and is incorporated
herein by reference.
On
October 1, 2008, Wherify entered into an agreement with Yorkville whereby
Yorkville agreed to extend the Forbearance Agreement’s forbearance period from
September 30, 2008 to November 15, 2008. During the extension, Yorkville retains
its ability to convert and sell stock under the terms of the original debenture
agreement.
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 THEREUNTO
DULY AUTHORIZED.
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WHERIFY
WIRELESS, INC. |
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Date: October
3, 2008 |
By: |
/s/
Vincent D. Sheeran |
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Name:
Vincent D. Sheeran |
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Title:
Chief Executive Officer |
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