UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 29, 2010
Zurvita
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-145898
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26-0531863
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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800
Gessner
Houston,
Texas 77024
(Address
of principal executive offices and Zip Code)
___________________
713-464-5002
(Registrant’s
telephone number, including area code)
Copies
to:
Darrin M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New York,
NY 10006
Telephone:
(212) 930-9700
Fax:
(212) 930-9725
Not
Applicable
(Former
name or former address 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:
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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
On
January 29, 2010, Zurvita Holdings, Inc. (the “Company”) entered into a
Securities Purchase Agreement with an accredited investor (the “Purchase
Agreement”), pursuant to which the Company issued and sold 1,000,000
shares of its newly designated Series C Convertible Preferred Stock (the “Series
C Preferred Stock”) and Series C Common Stock Purchase Warrants to purchase an
aggregate of 4,000,000 shares of the Company’s common stock (the “Series C
Warrants” and, together with the Series C Preferred Stock, the “Private
Placement Securities”). The
Company received aggregate proceeds from the Sale of the Private
Placement Securities equal to $1,000,000.
The
Series C Preferred Stock is convertible into shares of the Company’s common
stock at an initial conversion price of $0.25 per share, subject to
adjustment. The holders of the Company’s Series C Preferred Stock
shall have the right to the number of votes equal to the number of shares
issuable upon conversion of the Series C Preferred Stock. In
addition, so long as any shares of Series C Preferred Stock are outstanding, the
Company cannot, without the written consent of the holders of 51% of the then
outstanding Series C Preferred Stock: (i) amend its articles of incorporation in
any manner that adversely affects the rights of the holders; (ii) alter or
change adversely the voting or other powers, preferences, rights, privileges, or
restrictions of the Series C Preferred Stock; (iii) increase the authorized
number of shares of preferred stock or Series C Preferred Stock or reinstate or
issue any other series of preferred stock; (iv) redeem, purchase or otherwise
acquire directly or indirectly any Junior Securities (as such term is defined in
the certificate of designation of the Series C Preferred Stock) or any shares
paripassu with the Series
C Preferred Stock; (v) directly or indirectly pay or declare any dividend or
make any distribution in respect of, any Junior Securities, or set aside any
monies for the purchase or redemption (through a sinking fund or otherwise) of
any Junior Securities or any shares paripassu with the Series
C Preferred Stock; (vi) authorize or create any class of stock ranking as to
dividends, redemption or distribution of assets upon a Liquidation (as such term
is defined in the certificate of designation of the Series C Preferred Stock)
senior to or otherwise paripassu with the Series
C Preferred Stock; or (vii) enter into any agreement with respect to any of the
foregoing. The holders of the Company’s Series C Preferred Stock
shall also have liquidation preferences over the holders of the Company’s common
stock. The Series C Preferred Stock also contain anti-dilution
provisions, including but not limited to if the Company issues shares of its
common stock at less than the then existing conversion price, the conversion
price of the Series C Preferred Stock will automatically be reduced to such
lower price and the number of shares to be issued upon exercise will be
proportionately increased. The Series C Preferred Stock also contains
limitations on exercise, including the limitation that the holders may not
convert their shares to the extent that upon exercise the holder, together with
its affiliates, would own in excess of 4.99% of the Company’s outstanding shares
of common stock (subject to an increase upon at least 61-days’ notice by the
investor to the Company, of up to 9.99%).
The
Series C Warrants are exercisable for a term of seven years at an exercise price
of $0.25 per share. The Series C Warrants also contain anti-dilution
provisions, including but not limited to if the Company issues shares of its
common stock at less than the then existing conversion price, the conversion
price of the Series C Warrants will automatically be reduced to such lower price
and the number of shares to be issued upon exercise will be proportionately
increased. The Series C Warrants contain limitations on exercise,
including the limitation that the holders may not convert their Series C
Warrants to the extent that upon exercise the holder, together with its
affiliates, would own in excess of 4.99% of the Company’s outstanding shares of
common stock (subject to an increase upon at least 61-days’ notice by the
investor to the Company, of up to 9.99%).
The
foregoing is not a complete summary of the terms of the private placement
described in this Item 1.01 and reference is made to the complete text of the
Purchase Agreement, Certificate of Designation of the Series C Preferred Stock,
and the form of Series C Warrant attached hereto as Exhibits 10.1, 10.2 and
10.3, respectively.
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Item
3.02 Unregistered Sale of Equity Securities
As
described in Item 1.01 above, which information that is required to be disclosed
under this Item 3.02 is hereby incorporated by reference into this Item, on
January 29, 2010, the Company issued and sold 1,000,000 shares of its Series C Preferred Stock and
Series C Warrants to purchase an aggregate of 4,000,000 shares of the Company’s common stock to an
accredited investor. The Series C Preferred Stock and the Series C Warrants were all sold and/or issued
only to “accredited investors,” as such term is defined in the Securities Act of
1933, as amended (the “Securities Act”), were not registered under the
Securities or the securities laws of any state, and were offered and sold in
reliance on the exemption from registration afforded by Section 4(2) and
Regulation D (Rule 506) under the Securities Act and corresponding provisions of
state securities laws, which exempt transactions by an issuer not involving any
public offering.
Item
5.01 Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On February 3, 2010, the Company filed
a Certificate of Amendment with the Secretary of State of Delaware, pursuant to
which it increased the number of shares of common stock which it is authorized
to issue from 100,000,000, par value $0.0001 to 300,000,000, par
value $0.0001.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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Certificate
of Amendment dated February 3, 2010 *
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10.1
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Securities
Purchase Agreement dated January 29, 2010 *
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10.2
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Series
C Convertible Preferred Stock Certificate of Designation *
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10.3
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Form
of Series C Common Stock Purchase Warrant *
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* Incorporated herein by reference to the copy of such
document included as an exhibit to the Current Report on Form 8-K filed on
February 3, 2009.
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In
accordance with the requirements of the Securities and 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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ZURVITA
HOLDINGS, INC.
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Dated: February
4, 2010
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By:
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/s/ Jay Shafer | |
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Jay
Shafer, Co-Chief Executive Officer
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EXHIBIT
INDEX
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3.1
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Certificate
of Amendment dated February 3, 2010 *
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10.1
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Securities
Purchase Agreement dated January 29, 2010 *
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10.2
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Series
C Convertible Preferred Stock Certificate of Designation *
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10.3
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Form
of Series C Common Stock Purchase Warrant *
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*Incorporated herein by reference to the copy of such
document included as an exhibit to the Current Report on Form 8-K filed on
February 3, 2009.
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