Attached files
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| EX-4.1 - LEGENDS JAN 10 IR AGREEMENT - Agritech Worldwide, Inc. | exlegendiragmt.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): January 7,
2010
__________
Z
TRIM HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Illinois
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001-32134
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36-4197173
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(State
or other jurisdiction of incorporation or organization)
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(Commission
file number)
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(I.R.S.
employer identification no.)
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1011
Campus Drive
Mundelein,
IL 60060
(Address
of principal executive offices)
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60060
(Zip
code)
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Registrant’s
telephone number, including area code: (847) 549-6002
Not
Applicable
(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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
Item
1.02
Termination of a Material Definitive Agreement.
Item
3.02 Unregistered
Sales of Equity Securities.
On April
27, 2009, the Company entered into an Investment Banking Agreement with Legend
Securities, Inc. ("Legend"), pursuant to which Legend agreed to provide business
advisory services to us for a period of up to twelve months. In exchange for
Legend's services, we agreed to issue Legend a warrant to purchase 350,000
shares of our common stock at an exercise price per share equal to $1.10 per
share. On January 7, 2010 the parties agreed to mutually terminate that
agreement, and to cancel the Company's obligation to issue the 350,000
warrants. In return, the Company has agreed to issue Legends 100,000
shares of Common Stock.
Also on
January 7, 2010, the parties entered into a new Investment Banking Agreement
with Legend, pursuant to which Legend agreed to provide business advisory
services for us for a period of up to twelve months. In exchange for
Legend's services, we agreed to pay Legend the sum of $6,250 per month, as well
as a one time fee of 250,000 shares of Common Stock. Under the Investment
Banking Agreement, we also agreed to give Legend unlimited "piggy back"
registration rights with respect to the shares of our common stock in any
registration statement filed by us in connection with an underwritten offering
of our common stock.
We determined that all of the securities issued pursuant to the agreement were exempt from registration under the Securities Act of 1933, as amended (the "Act") pursuant to Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. We based this determination on the non-public manner in which we offered the securities and on the representations of the persons purchasing such securities, which included, in pertinent part, that such persons were "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Act, and that such persons were acquiring such securities for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to resale or distribution, and that each such person understood such securities may not be sold or otherwise disposed of without registration under the Act or an applicable exemption therefrom.
The
description of the terms of sale of the securities described in this report is
qualified in its entirety by reference to the full text of the underlying
documents which have been filed as exhibits to this report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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No.
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Description
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4.1
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Form
of Investment
Banking Agreement
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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 thereunto
duly authorized.
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Z
TRIM HOLDINGS, INC.
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Date: January
12, 2010
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By:
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/s/ Steve
Cohen
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Name:
Steve Cohen
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Title: President
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INDEX TO
EXHIBITS
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No.
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Description
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4.1
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Form
of Investment Banking
Agreement
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