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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
DC 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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| Date of report (Date of earliest event reported): July 9, 2010 | ||||||
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First
Blush Brands, Inc.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-52682
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26-1364883
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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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9595
Wilshire Blvd., Suite 900
Beverly
Hills, CA 90212
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(Address
of Principal Executive Offices)
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| Registrant's telephone number, including area code: (310) 717-8942 | ||||||
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(Former
Name or Former Address, if Changed Since Last Report)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
_______________
Item
1.01. Entry into Material Definitive Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
Private
Placement
On July 9
and 13, 2010, we completed additional closings of our private placement of Units
to “accredited investors” (as such term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “1933 Act”)) (the “Private
Placement”). The Units were sold to investors pursuant to the terms of a
securities purchase agreement (the “Purchase Agreement”) between the Company and
the investors. In these additional closings, we sold an additional 67,500
Units.
Each Unit
consists of (i) two shares of our common stock, (ii) a warrant (the “Base
Warrant”) to purchase one share of our common stock at an exercise price of
$1.00, subject to adjustment, and (iii) a warrant (the “Par Value Warrant”, and
together with the Base Warrants, the “Warrants”) to purchase such additional
number of shares of our common stock as determined in accordance with Section 2
of the Par Value Warrant at an exercise price of $.001 per share. The
adjustment to the exercise price of the Base Warrant and the determination of
the number of shares, if any, subject to the Par Value Warrant will be
determined upon the closing of an equity financing by the Company yielding gross
proceeds to the Company of not less than $2,000,000 (a “Qualified
Financing”). The exercise price of the Base Warrant will be adjusted
to equal the value per share of the Company’s common stock in the Qualified
Financing (the “Qualified Price”) and the number of shares subject to each Par
Value Warrant will be determined by subtracting the number of shares of common
stock purchased by each investor under the Purchase Agreement from the number
obtained by dividing the aggregate purchase price paid by such investor for the
Units purchased by such investor under the Purchase Agreement by the Qualified
Price.
Gross
proceeds to the Company from the additional closings were
$135,000. We intend to use the proceeds to pay expenses of our
financing activities, certain operating expenses and for our working capital
needs.
The
Warrants may be exercised during the period commencing on the earlier of (i) one
year following the date of issuance of the Warrants and (ii) six months after
the initial closing of the sale by the Company of equity securities in an
offering registered under the Securities Act of 1933, as amended. The Base
Warrants are exercisable until the third anniversary of the date the Warrants
are first exercisable and the Par Value Warrants are exercisable for a period of
thirty days after they first become exercisable.
We may
also redeem the Base Warrants commencing one year from the date of issuance if
(i) the closing price of the common stock for the twenty (20) consecutive
trading days ending on the trading day immediately preceding the day on which we
send a redemption notice to the warrant holder is equal to or exceeds 200% of
the price per share of our common stock in the Qualified Offering and (ii) the
resale of the shares issuable upon exercise of the Base Warrants are then the
subject of an effective Registration Statement filed under the 1933
Act.
We have
reserved an additional 67,500 shares of our common stock for issuance upon
exercise of the Base Warrants, assuming an exercise price of $1.00. We will
adjust the number of shares reserved for issuance upon exercise of the Warrants
concurrently with the closing of a Qualified Offering.
The above
descriptions are qualified in their entirety by reference to the complete text
of the documents and agreements attached as exhibits 4.1, 4.2 and 10.1 to our
Current Report on Form 8-K filed on July 8, 2010.
In
connection with the additional closing, we entered into a Registration Rights
Agreement with each investor (the “Registration Rights Agreement”) in which we
agreed to use our commercially reasonable efforts to include such investor’s
shares of our common stock, at our expense, in any registration statement that
we file, subject to customary underwriters cutbacks, until such shares may be
sold under certain exemptions from registration under the Securities Act of
1933, as amended.
The
foregoing description of the Registration Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the Registration Rights Agreement, the form of which is filed as Exhibit 4.3
to our Current Report on Form 8-K filed on July 8, 2010 and incorporated herein
by reference.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits.
The
exhibits listed in the following Exhibit Index are incorporated by reference
into this Current Report on Form 8-K.
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Purchase Warrant (filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on July 8, 2010)
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4.2
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Form
of Par Value Warrant (filed as Exhibit 4.2 to our Current Report on Form
8-K filed on July 8, 2010)
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4.3
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Form
of Registration Rights Agreement (filed as Exhibit 4.3 to our Current
Report on Form 8-K filed on July 8, 2010)
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10.1
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Securities
Purchase Agreement, dated July 1, 2010 (filed as Exhibit 10.1 to our
Current Report on Form 8-K filed on July 8, 2010)
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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.
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First
Blush Brands, Inc.
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(Registrant)
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| Date: July 15, 2010 |
By:
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/s/
Anthony G. Roth
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Anthony
G. Roth
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Chairman,
President and Chief Executive
Officer
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