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): October 23, 2009
Skinny Nutritional
Corp.
(Exact
name of registrant as specified in its charter)
COMMISSION
FILE NUMBER: 0-51313
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Nevada
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88-0314792
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Three
Bala Plaza East, Suite 101
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Bala Cynwyd, PA
19004
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(Address
and zip code of principal executive
offices)
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(610)
784-2000
(Registrant’s
telephone number, including area code
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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))
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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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As
of October 23, 2009, Skinny Nutritional Corp. (the “Company”) has
entered into subscription agreements (the “Subscription
Agreements”) with certain accredited investors pursuant to which
the Company agreed to issue and sell to the investors and the investors
agreed to purchase from the Company an aggregate of 9,583,335 shares of
Common Stock, par value $0.001 per share (the “Common Stock”),
of the Company. Additional information required to be disclosed
in this Item 1.01 concerning these transactions is incorporated herein by
reference from Item 3.02 of this Current Report on Form
8-K.
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Item 3.02
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Unregistered Sales of Equity
Securities.
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Private
Offering
The
Company commenced a private offering in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended (the “Securities
Act”), and Rule 506 promulgated thereunder (the “Offering”)
pursuant to which it is offering an aggregate amount of $2,500,000 of
shares of Common Stock. The shares of Common Stock are being offered and
sold at a purchase price of $0.06 per share. As of October 23, 2009, the
Company had accepted subscriptions of $575,000 for an aggregate of
9,583,335 shares of Common Stock. Net proceeds from such sales are
approximately $535,000. The Company intends to use the proceeds from the
Offering for working capital, repayment of debt and general corporate
purposes. The Company agreed to pay commissions to registered
broker-dealers that procured investors in the Offering and issue such
persons warrants to purchase such number of shares as equals 10% of the
total number of shares actually sold in the Offering to investors procured
by them. Such warrants shall be exercisable at the per share price of
$0.07 for a period of five years from the date of issuance.
The
securities offered have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Based on the
representations made in the transaction documents, the Company believes
that the investors are “accredited investors”, as such term is defined in
Rule 501(a) promulgated under the Securities Act. This disclosure does not
constitute an offer to sell or the solicitation of an offer to buy any the
Company’s securities, nor will there be any sale of these securities by
the Company in any state or jurisdiction in which the offer, solicitation
or sale would be unlawful. This disclosure is being issued pursuant to
Rule 135c of the Securities Act.
Additional Issuances
of Equity Securities
In
September 2009, the Company issued an aggregate of 250,000 restricted
shares of Common Stock to a consultant in consideration of services
rendered. In addition, in September 2009, the Company issued 2,000
restricted shares of Common Stock to two employees as additional
compensation for services rendered. The Company also issued in September
2009 an aggregate of 384,277 restricted shares of Common Stock to a vendor
in payment of amounts due for services rendered. The Company also issued
416,667 restricted shares of restricted Common Stock in July 2009 and
281,667 restricted shares of Common Stock in August 2009 to two vendors in
payment of amounts due for services rendered. The issuance of the
foregoing securities were exempt from registration under the Securities
Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act
of 1933 as transactions by an issuer not involving any public offering as
the recipients acquired the securities for investment only and not with a
view to or for sale in connection with any distribution thereof and the
securities were issued without general solicitation or
advertising.
In
September 2009, the Company issued 737,805 shares of Common Stock upon the
exercise of certain common stock purchase warrants previously issued. The
holder of such warrants exercised a total of 1,500,000 warrants on a
“cashless exercise” basis. Accordingly, the shares of common stock issued
upon exercise of this warrant were not registered under the Securities Act
of 1933, as amended, and were offered and sold in reliance upon the
exemption from registration set forth in Section 3(a)(9)
thereof.
In
October 2009, the Company issued 764,912 shares of Common Stock upon the
exercise of certain common stock purchase warrants previously issued. The
holder of such warrants exercised a total of 1,362,500 warrants on a
“cashless exercise” basis. Accordingly, the shares of common stock issued
upon exercise of this warrant were not registered under the Securities Act
of 1933, as amended, and were offered and sold in reliance upon the
exemption from registration set forth in Section 3(a)(9)
thereof.
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2
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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Skinny
Nutritional Corp.
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By:
/s/ Ronald Wilson
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Name:
Ronald Wilson
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Title:
Chief Executive Officer
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Date:
October 27, 2009
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