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:
May 5,
2009
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.)
|
401
Professional Drive, Suite 128
Gaithersburg,
MD 20879
(Address
of principal executive offices) (Zip Code)
(301)
571-3476
(Registrant's
telephone number)
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 (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
1.01 Entry into a Material Definitive Agreement.
On May 5,
2009, the Registrant (“Mobilepro”) executed a Forbearance Agreement with YA
Global Investments, L.P. f/k/a Cornell Capital Partners, L.P. (“YA Global”)
pursuant to which YA Global has agreed to forbear for a period ending June 1,
2009 (the “Forbearance Period”) from enforcing its rights and remedies against
the Registrant and its subsidiaries under the Secured Convertible Debenture and
related agreements dated June 30, 2008 in the original principal amount of
$13,391,175 (the “Debenture”). The maturity date of the Debenture was
May 1, 2009 at which time the amount outstanding was approximately $13.15
million.
During the Forbearance Period, YA
Global and the Registrant have agreed to discuss and consider a plan to repay or
restructure the Debenture. The Debenture continues to carry an interest rate of
twelve percent (12%) during the Forbearance Period. Although the
Registrant intends to work diligently with YA Global during the Forbearance
Period, there is no guarantee that the parties will reach a mutually agreeable
repayment or restructuring plan. In the event the parties are unable to reach a
mutually agreeable repayment or restructuring plan, YA Global could potentially
exercise its rights as the company’s senior secured creditor which include, but
are not limited to, foreclosing on the assets of the Company. In such
event the Registrant may not have the ability to continue as a going
concern. See “Risk Factors” in Mobilepro’s most recent quarterly
report on Form 10-Q for more detail on such risks.
The
foregoing is intended to be a summary only of the Forbearance Agreement and is
modified in its entirety by the terms of the Forbearance Agreement, a copy of
which is attached hereto and incorporated herein as an exhibit to this Current
Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
|
10.1
|
Forbearance
Agreement dated May 5, 2009 between Mobilepro Corp. and YA Global
Investments, L.P.
|
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
Chief
Executive Officer
Mobilepro
Corp.
|
|
| |
|
|
|
Date: May
5, 2009