Attached files
| file | filename |
|---|---|
| EX-4.1 - EXHIBIT 4.1 - WaterPure International | ex41.htm |
| EX-10.1 - EXHIBIT 10.1 - WaterPure International | ex101.htm |
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 22,
2009
WATERPURE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Florida
|
333-135783
|
20-3217152
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
525
Plymouth Road, Suite 310, Plymouth Meeting, PA 19462
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (954) 728-2405
Copy
of correspondence to:
James M.
Turner, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Tel: (212)
930-9700 Fax: (212) 930-9725
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):
[ ]
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))
Item
1.01 Entry
into a Material Definitive Agreement.
On
October 22, 2009, WaterPure International Inc. (the “Company”) entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with Mayim Tahor, LLC
(“Mayim”) providing for the sale by the Company to Mahin of up to 100 shares of
the Company’s series A convertible preferred stock (the “Series A Preferred
Stock”) at a price of $2,500 per share of Series A Preferred
Stock. Mayim purchased 30 shares of Series A Preferred Stock on
October 22, 2009 for $75,000. The Company has the right to require
Mayim to purchase up to an additional 70 shares of Series A Preferred Stock at
any time at a price of $2,500 per share, with a maximum of 20 shares of Series A
Preferred Stock per put notice from the Company to Mayim.
Each
share of Series A Preferred Stock has a stated value of $2,500 (the “Stated
Value”), is entitled to a cumulative dividend of six percent (6%) of the Stated
Value per annum, payable semi-annually. In addition, each share of
Series A Preferred Stock is entitled to receive a royalty payment of $0.16 for
each atmospheric water generator sold by the Company.
Mayim may
convert, at any time, shares of Series A Preferred Stock into the number of
shares of common stock of the Company (the “Common Stock”) obtained by dividing
the Stated Value by the Conversion Price then in effect. The
conversion price is $0.01, subject to adjustment (the “Conversion
Price”).
Item
3.02 Unregistered
Sales of Equity Securities.
See Item
1.01 above for a description of the transactions pursuant to which the Company
sold shares of Series A Preferred Stock. All
securities were issued pursuant to Rule 506 of Regulation D promulgated under
the Securities Act of 1933, as amended (the "Act"), and/or Section 4(2) of the
Act.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
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4.1
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Certificate
of Designation, Preferences and Rights of Series A Convertible Preferred
Stock
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|
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10.1
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Securities
Purchase Agreement, dated as of October 22, 2009, by and between WaterPure
International Inc. and Mayim Tahor,
LLC
|
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.
|
WATERPURE
INTERNATIONAL, INC.
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||
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Dated:
October 29, 2009
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BY:
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/s/ PAUL S. LIPSCHUTZ
|
|
Paul
S. Lipschutz
Chief
Executive Officer
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||