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): July 18, 2007 (July 10,
2007)
BRENDAN
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State
of
Other Jurisdiction of Incorporation)
0-17493
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88-0237223
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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2236
Rutherford Road, Suite 107 -
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Carlsbad,
California
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92008
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(760)
929-7500
(Registrant’s
Telephone Number, Including Area Code)
___________________________________________________
(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:
¨
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
TABLE
OF CONTENTS
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1
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Item
1.01 Entry into a Material Definitive Agreement
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Section
2 — Financial Information
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Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under
an
Off-Balance
Sheet Arrangement of a Registrant
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Section
3 — Securities and Trading Markets
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Item
3.02 Unregistered Sales of Equity Securities
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Section
7 — Regulation FD
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2
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Item
7.01 Regulation FD Disclosure
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Section
9 — Financial Statements and Exhibits
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Item
9.01. Financial Statements and Exhibits.
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Exhibit
Index
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4
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Section
1 — Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
Pursuant
to a Loan and Security Agreement, dated July 10, 2007 (the "Security
Agreement"), Brendan Technologies, Inc. (the "Company") issued 15% Secured
Promissory Notes having an aggregate principal amount of $600,000 (the "Notes”)
to a group of five private investors (the “Investors”). In addition the Company
issued common stock warrants to the Investors and to individuals who arranged
for and facilitated the transaction (the “Warrants”).
The
Notes
were issued for $600,000. Except to pay expenses of the transaction totaling
approximately $45,000, the proceeds of the offering will be used for working
capital purposes.
The
Notes
bear interest at the rate of 15% per annum with monthly interest payments.
The
maturity date of the Notes is April 10, 2008.
The
full
principal amount of the Notes is due upon a default under the terms of the
Notes. In the event that the Company breaches any representation or warranty
in
the Security Agreement, the outstanding principal amount of the Notes, plus
liquidated damages and other amounts owing in respect thereof through the date
of acceleration, shall become, at the holder's election, immediately due and
payable in cash at the mandatory default amount (as defined in the Notes).
In
connection with the issuance of the Notes, the Company also issued (i) Warrants
to purchase up to 690,000 shares of the Company's common stock at an exercise
price of $0.60 per share for a period of five years from the date of issuance,
subject to adjustment as provided for in the Warrants. Under certain
circumstances, the Warrants are exercisable on a cashless basis or through
the
cash payment of the exercise price. In the event the holder exercises the
Warrants on a cashless basis, then the Company will not receive any proceeds.
Section
2 — Financial Information
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
Discussed
above in Item 1.01 are debt obligations created from other than in the ordinary
course of business which constitutes direct financial obligations of the
Company
Section
3 — Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
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Date
of
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Number
of
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Exercise
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Expiration
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Name
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Issuance
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Shares
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Price
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Date
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Little
Bear Investments, LLC
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July
12, 2007
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100,000
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$
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0.60
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July
12, 2012
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The
Kybartai Trust
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July
12, 2007
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100,000
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$
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0.60
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July
12, 2012
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Iroquois
Master Fund, Ltd.
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July
12, 2007
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250,000
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$
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0.60
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July
12, 2012
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Eugene
and Natalie Ciner
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July
12, 2007
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10,000
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$
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0.60
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July
12, 2012
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Zachary
Prensky
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July
12, 2007
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140,000
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$
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0.60
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July
12, 2012
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Midtown
Partners LLC
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July
12, 2007
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60,000
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$
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0.60
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July
12, 2012
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Michael
Morrisett
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July
12, 2007
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30,000
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$
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0.60
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July
12, 2012
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Section
7 — Regulation FD
Item
7.01 Regulation FD Disclosure
On
July
17, 2007, the Company issued a press release reporting that the Company entered
into a bridge financing. A copy of the July 17, 2007 press release, attached
hereto as Exhibit 99.1, is being furnished pursuant to Regulation FD and is
incorporated by reference herein.
Limitation
on Incorporation by Reference: In accordance with general instruction B.2 of
Form 8-K, the information in this Item 7.01 shall be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liability of that section.
Section
9 — Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(a) Exhibits.
Exhibit
No.
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Description
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Method
of Filing
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4.11
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Loan
and Security Agreement
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Filed
herewith
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4.12
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Form
of 15% Secured Promissory Note
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Filed
herewith
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4.13
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Form
of Warrant
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Filed
herewith
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99.1
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Press
Release dated July 17, 2007
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Filed
herewith
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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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BRENDAN
TECHNOLOGIES, INC.
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By: |
/s/
LOWELL W. GIFFHORN |
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Lowell
W. Giffhorn
Chief
Financial Officer
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Dated
July 18, 2007.
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Table
of Contents
Brendan
Technologies, Inc.
FORM
8-K
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Exhibit
No.
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Description
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Method
of Filing
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4.11
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Loan
and Security Agreement
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Filed
herewith
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4.12
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Form
of 15% Secured Promissory Note
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Filed
herewith
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4.13
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Form
of Warrant
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Filed
herewith
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99.1
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Press
Release dated July 17, 2007
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Filed
herewith
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