Attached files
| file | filename |
|---|---|
| EX-4.1 - Skinny Nutritional Corp. | v187314_ex4-1.htm |
| EX-10.1 - Skinny Nutritional Corp. | v187314_ex10-1.htm |
| EX-10.2 - Skinny Nutritional Corp. | v187314_ex10-2.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): June 4, 2010
Skinny Nutritional
Corp.
(Exact
name of registrant as specified in its charter)
COMMISSION
FILE NUMBER: 0-51313
|
Nevada
|
88-0314792
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
Three
Bala Plaza East, Suite 101
Bala Cynwyd, PA
19004
(Address
and zip code of principal executive offices)
(610)
784-2000
(Registrant’s
telephone number, including area code
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))
|
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
|
|
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 6,416,660 shares of
Common Stock, par value $0.001 per share (the “Common Stock”)
of the Company and warrants to purchase an additional 6,416,660 shares of
Common Stock (the “Warrants” and
together with the Common Stock, the “Securities”).
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.
|
||
|
Item 3.02
|
Unregistered Sales of Equity
Securities.
|
|
|
As
previously disclosed, the Company had 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 offered an aggregate amount of $2,000,000 of
Securities. On May 24, 2010, the Company terminated further selling
efforts in connection with the Offering and accepted an additional
$385,000 of subscriptions as of such date. The Company held a final
closing of the Offering on June 4, 2010 and issued an aggregate 6,416,660
shares of Common Stock and 6,416,660 Warrants to investors in the final
closing. The Company received an aggregate amount of $1,600,000 in gross
proceeds from the Offering. The Securities were sold together such that
each purchaser will receive one Warrant for each share of Common Stock it
purchases in this Offering. The purchase price per share of Common Stock
and Warrant is $0.06.The Warrants are exercisable at an exercise price of
$0.10 per share during the period commencing on the issue date of the
Warrant and expire 24 months from the initial exercise date and are
redeemable in certain circumstances. The total net proceeds derived from
the Offering, after payment of offering expenses and commissions, are
approximately $1,400,000. The Company intends to use the proceeds from the
Offering for working capital and general corporate purposes.
The
Company agreed to pay commissions to registered broker-dealers that
procured investors in the Offering of 10% of the proceeds received from
such purchasers and to issue such persons warrants to purchase such number
of shares as equals 10% of the total number of shares of Common Stock sold
in the Offering to investors procured by them. Such warrants shall be
exercisable at a per share price of $0.10 and otherwise be on the same
terms and conditions as the Warrants. The Company engaged Philadelphia
Brokerage Corporation (“PBC”) as the
placement agent for the Offering. Total commissions paid to PBC were
$160,000 and the Company will issue to PBC, or its designees, a total of
2,666,666 warrants.
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 shall 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.
|
||
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
|
The
following exhibits are attached to this Form 8-K:
|
||
|
(d)
|
Exhibit
No.
|
Description
|
|
4.1
|
Form
of Warrant
|
|
|
10.1
|
Form
of Subscription Agreement
|
|
|
10.2
|
Form
of Supplement No. 1 to Subscription
Agreement
|
|
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.
|
Skinny
Nutritional Corp.
|
|
By: /s/ Donald J.
McDonald
|
|
Name:
Donald J. McDonald
|
|
Title:
Chief Financial Officer
|
|
Date:
June 4, 2010
|
3
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
4.1
|
Form
of Warrant
|
|
|
10.1
|
Form
of Subscription Agreement
|
|
|
10.2
|
Form
of Supplement No. 1 to Subscription
Agreement
|
4