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): December 29, 2009
MERRIMAN
CURHAN FORD GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-15831
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11-2936371
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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600
California Street, 9th Floor,
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94108
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San
Francisco, California
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(Zip
Code)
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(
Address of Principal Executive Offices)
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Registrant's
telephone number, including area code (415) 248-5600
(Former
Name or Former Address, if Changed Since Last Report)
Warrants
were issued in connection with the issuance of our Series D Preferred Stock in
our recent strategic transaction, which closed escrow on September 8, 2009, and
with the July 31, 2009 Convertible Secured Promissory Note transaction (the
“Warrants”). The Warrants contained a full ratchet antidilution
provision, which resulted in the company recording a non-cash warrant liability
of approximately $26 million, in accordance with Generally Accepted Accounting
Principles (GAAP). As a result, the company reported a stockholders’
deficit (negative stockholders’ equity) in its Form 10-Q for the quarter ended
September 30, 2009. This resulted in the Company receiving a notice
from Nasdaq that it was not in compliance with Nasdaq listing
requirements.
On
December 29, 2009, Merriman Curhan Ford Group, Inc. issued a press release
announcing that the Company has received binding written agreements from 96% and
a verbal consent from the remaining 4% of the warrant holders agreeing to amend
the Warrants to remove the ratchet provision. As a result of removing
the ratchet provision, the company now records a substantially smaller warrant
liability and consequently has stockholders’ equity of a magnitude well in
excess of that required to meet NASDAQ listing requirements as of this
date. This will be reflected in the Company’s Form 10-K for the
fiscal year ended December 31, 2009.
In
consideration for this modification, the Company has agreed to pay the holders
of the Warrants $0.005 per warrant share in
cash. This cash payment will be made not later than August 15, 2010,
provided the Company has a positive net income for the six month period ending
June, 2010. If net income is not positive for such period, the
Company will make the cash payment not later than 45 days following the end of
the first quarter in which it has positive net income.
The
Company believes that, as of this date, it has regained compliance with NASDAQ’s
listing requirements as a result of the removal of the ratchet provision from
the Warrants. Nasdaq will continue to monitor the Company’s
compliance with the stockholder’s equity requirement, and, if at the time of
filing the Form 10-K for the fiscal year ended December 31, 2009 it does not
evidence compliance, the Company may be subject to delisting.
The press
release issued on December 29, 2009 regarding the Warrant amendment is attached
as an exhibit hereto.
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99.1
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Press
Release announcing Warrant
amendment.
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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.
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MERRIMAN
CURHAN FORD GROUP, INC.
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Date:
December 29, 2009
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By:
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/s/ D.
JONATHAN MERRIMAN
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D.
Jonathan Merriman
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Chief
Executive Officer
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