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): April 8, 2008 (April 2,
2008)
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
Section
1 — Registrant’s Business and Operations
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1
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Item
1.01
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Entry
into a Material Definitive Agreement
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1
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Section
2 — Financial Information
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1
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant
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1
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Section
3 — Securities and Trading Markets
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1
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Item
3.02
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Unregistered
Sales of Equity Securities
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1
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Section
9 — Financial Statements and Exhibits
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1
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Item
9.01.
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Financial
Statements and Exhibits.
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1
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SIGNATURE
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Exhibit
Index
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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”). The maturity date of the
Notes was April 10, 2008. On April 2, 2008, the Company and the Investors
entered into a Forbearance Agreement (the “Forbearance Agreement”) whereby the
maturity date of the Notes was amended to June 9, 2008, the default interest
rate of 22% per annum will be accrued from February 1, 2008 until the Notes
are
paid in full, and 225,000 restricted shares of the Company’s common stock (the
“Shares”) will be issued to the Investors. The remaining terms of the Security
Agreement remain unchanged. The Company will receive no proceeds from the
issuance of the Shares.
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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Name
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Issuance
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Shares
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Little
Bear Investments, LLC
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April
2, 2008
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37,500
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The
Kybartai Trust
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April
2, 2008
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37,500
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Iroquois
Master Fund, Ltd.
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April
2, 2008
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93,750
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Eugene
and Natalie Ciner
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April
2, 2008
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3,750
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Zachary
Prensky
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April
2, 2008
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52,500
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Section
9 — Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Method
of Filing
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4.14
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Forbearance
Agreement
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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.
Dated
April 8, 2008
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BRENDAN
TECHNOLOGIES, INC.
By:
/s/ LOWELL W. GIFFHORN
Lowell W. Giffhorn
Chief Financial Officer
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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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4.14
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Forbearance
Agreement
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Filed
herewith
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