UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported):
October 3, 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
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Entry
into a Material Definitive
Agreement
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As
previously disclosed in a Current Report on Form 8-K filed by Organic To Go
Food
Corporation (the “Company”) on June 4, 2008, the Company entered into a Note and
Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) with
W.Health L.P. (the “Investor”), relating to the sale of (i) up to $10.0 million
in convertible promissory notes, convertible into shares of common stock, par
value $0.001, of the Company (“Common Stock”) and (ii) warrants to purchase up
to 1,250,000 shares of Common Stock.
The
Company has previously issued to the Investor $7.0 million in convertible notes
and warrants to purchase 875,000 shares of Common Stock pursuant to the Note
and
Warrant Purchase Agreement.
On
October 3, 2008, the Company issued to the Investor a $3.0 million convertible
note (the “Note”) and a warrant to purchase 375,000 shares of Common Stock (the
“Warrant”) pursuant to terms of the Note and Warrant Purchase Agreement (the
“Debt Financing”).
The
Debt
Financing was conducted pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and Regulation S promulgated thereunder.
The
descriptions of the Note and Warrant above do not purport to be complete and
are
qualified in their entirety by reference to the complete text of the forms
of
such agreements, copies of which are filed as exhibits to this Current Report
on
Form 8-K and are incorporated herein by reference.
Item 3.02
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Unregistered
Sales of Equity Securities
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The
information contained in Item 1.01 is incorporated herein by
reference.
Item
9.01
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Financial
Statements and Exhibits
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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:
October 6, 2008
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By:
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/s/
Michael
Gats
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Michael
Gats
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Chief
Financial Officer
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EXHIBIT
INDEX