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:
May 13,
2005
MOBILEPRO
CORP.
---------------
(Exact
Name of Registrant as Specified in Charter)
|
Delaware |
000-51010 |
87-0419571 |
|
(State
of Incorporation) |
(Commission
File Number ) |
(IRS
Employer Identification No.) |
6701
Democracy Blvd., Suite 300
Bethesda,
MD 20817
--------------------
(Address
of principal executive offices) (Zip Code)
(301)
315-9040
--------------
(Registrant's
telephone number)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions
(see General
Instruction A.2 below):
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
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May
16, 2005, we issued a press release to announce that we have closed on a $15.5
million financing with Cornell Capital Partners, LP. The financing carries an
interest rate of 7.75%, has a term of three years and is convertible into common
stock at $0.30 per share and includes 6 million warrants with an exercise price
of $0.50 a share.
A copy of
the press release is attached as an exhibit under Item 9.01(c) of this report. A
copy of the underlying agreements will be filed as exhibits to our annual report
on Form 10-KSB.
Item
3.02. Unregistered Sales of Equity Securities
The
securities to be issued to Cornell will not be registered under the Securities
Act. The issuance of the securities will be made pursuant to an exemption from
registration provided by Section 4(2) of the Securities Act and/or Regulation D
promulgated under the Securities Act.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
Furnished.
99.1 Press
Release, dated May 16, 2005.
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.
By: /s/
Jay O. Wright
------------------------------------
Jay O.
Wright
President
and Chief Executive Officer
MOBILEPRO
CORP.
Date: May
18, 2005