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):
November 18, 2008
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in charter)
Delaware
|
|
0-21061
|
|
58-2044990
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employee Identification
No.)
|
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
November 18, 2008, the Company entered into a Note Purchase Agreement (the
“Note
Purchase Agreement”) with W.Health L.P. (the “Investor”), relating to the sale
(the “Debt Financing”) of a $3.0 million secured promissory note (the “Note”).
The Note has an interest rate of 15% per annum and is scheduled to mature six
months following the closing of the Debt Financing, which is subject to
customary closing conditions.
Upon
the
closing of the Debt Financing, the Company will enter into a Security Agreement
with the Investor (the “Security Agreement”) to secure the Company’s obligation
to repay the Note and the notes previously issued to the Investor with a lien
on
all of the Company’s personal property and assets.
The
descriptions of the Note Purchase Agreement, the Note and the Security Agreement
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
2.03
|
Creation
of a direct financial obligation or an obligation under an off-balance
sheet arrangement
|
The
information contained in Item 1.01 is incorporated herein by
reference.
Item
9.01
|
Financial
Statements and Exhibits
|
10.1
|
|
Note
Purchase Agreement
|
|
|
Form
of Security Agreement
|
|
|
Form
of Note
|
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.
|
ORGANIC
TO GO FOOD CORPORATION
|
|
|
Date:
November 21, 2008
|
By:
|
/s/
Jason Brown
|
|
|
|
Jason
Brown
|
|
|
|
Chief
Executive Officer
|
|
EXHIBIT
INDEX
10.1
|
|
Note
Purchase Agreement
|
|
|
Form
of Security Agreement
|
|
|
Form
of Note
|