Attached files
| file | filename |
|---|---|
| EX-10.3 - Encore Brands, Inc. | encore_ex10-3.htm |
| EX-10.2 - Encore Brands, Inc. | encore_ex10-2.htm |
| EX-10.1 - Encore Brands, Inc. | encore_ex10-1.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): December 23,
2009
ENCORE
BRANDS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
5182
|
26-3597500
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Primary
Standard Industrial Classification Code Number)
|
(IRS
Employer Identification No.)
|
502 East
John Street
Carson
City, NV 89706
(949)
680-9660
(Address
and telephone number of registrant’s principal executive offices)
_____________
(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 (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 15a-12 under the Exchange Act (17 CFR
240.15a-12)
[ ] Pre-commencement
communications pursuant to Rule 15d-2(b) under the Exchange Act (17 CFR
240.15d-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 Material Definitive Agreement.
On
December 18, 2009, Encore Brands, Inc entered into a Bridge Loan and Investment
Agreement (the "Bridge Loan Agreement"), which is filed as by and between Peter
Staddon, an individual (the “Lender”), and Encore Brands, Inc., a Nevada
corporation (“Encore”). Encore’s obligations under the Bridge Loan
Agreement include: (1) the issuance of a Promissory Note, (2) a
financing and documentation fee (“Financing Fee”) to the Lender, and (3) the
issuance of a Common Stock Purchase Warrant to acquire shares of common stock,
all as more particularly described in Exhibits 10.1, 10.2, and 10.3 attached to
and made a part of this report.
Item
9.01 Exhibits:
|
Number
|
Exhibit
|
|
10.1
|
Loan
Agreement, by and among Encore Brands, Inc., and Peter Staddon, dated
December 18, 2009.
|
|
10.2
|
Promissory
Note with Peter Staddon, dated December 18, 2009.
|
|
10.3
|
Securities
Purchase Agreement by and among the Registrant and Peter Staddon, dated
December 18, 2009.
|
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.
ENCORE BRANDS, INC.
By: /s/ Gareth
West
Gareth West
Chairman and Chief Executive
Officer
December 23, 2009
2