Unassociated Document
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):
January 25, 2008
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in charter)
Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employee Identification
No.)
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3317
Third Avenue South
Seattle,
Washington 98134
(Address
of Principal Executive Offices) (Zip Code)
(206)
838-4670
(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
January 25, 2008, Organic To Go Food Corporation (the “Company”) entered into a
Securities Purchase Agreement (the “Securities Purchase Agreement”) with select
accredited investors (the “Investors”) related to the sale of common stock, par
value $.001 per share (the “Common Stock”) of the Company (the “Shares”) and
warrants to purchase shares of Common Stock (the “Warrants”). The Company closed
the private placement (the “Private Placement”) on January 25, 2008, and issued
an aggregate of 1,428,572 shares of Common Stock and Warrants to purchase an
aggregate of 642,858 shares of Common Stock. The aggregate gross proceeds raised
by the Company was approximately $2.0 million. Each Share was sold to the
Investors at $1.40 per Share. The Warrants expire five (5) years from the date
of issue and may be exercised at $2.50 per share, subject to adjustment in
certain circumstances.
The
Private Placement was conducted pursuant to Section 4(2) of the Securities
Act
of 1933, as amended, and Rule 506 promulgated thereunder.
The
descriptions of the Securities Purchase Agreement and the Warrants above do
not
purport to be complete and are qualified in their entirety by reference to
the
complete text of the Securities Purchase Agreement and the form of Warrant,
copies of which are filed as Exhibits to this Current Report on Form 8-K and
are
incorporated herein by reference.
Item
3.02 |
Unregistered
Sales of Equity Securities
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The
information set forth in Item 1.01 above is incorporated herein by
reference.
Item
9.01 |
Financial
Statements and
Exhibits |
(d)
Exhibits
10.1
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Securities
Purchase Agreement, dated January 25, 2008
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10.2
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Form
of Warrant
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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 hereunto
duly authorized.
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ORGANIC
TO GO FOOD CORPORATION
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Date: January
25, 2008 |
By: |
/s/
Jason Brown
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Jason
Brown
Chief
Executive Officer
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Exhibit
Index
10.1
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Securities
Purchase Agreement, dated January 25, 2008
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10.2
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Form
of Warrant
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