Attached files
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| EX-4.1 - EX-4.1 - ID Perfumes, Inc. | v201843_ex4-1.htm |
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
November
9, 2010
Date of
report (Date of earliest event reported)
Adrenalina
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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0-52675
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20-8837626
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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501
Golden Isles Drive
Suite
204E
Hallandale, FL
33009
(Address
of Principal Executive Offices) (Zip Code)
(954)
454-9978
(Registrant's
telephone number, including area code)
Copies
to:
Peter
DiChiara, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
20855
NE 16th Avenue
Suite
#C-16
North
Miami Beach, FL 33179
(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:
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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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o
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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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o
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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
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Entry
into a Material Definitive
Agreement
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On
November 12, 2010, Adrenalina, a Nevada corporation (the “Company”), announced
that on October 18, 2010, the Company entered into a Settlement Agreement with
Enable Growth Partners LP and Enable Opportunity Partners LP (“hereinafter
referred to collectively as “Enable”) and Pierce Diversified Strategy Master
Fund LP (“Pierce”) for the satisfaction of debentures and warrants purchased by
Enable and Pierce as described in the Settlement Agreement.
The
agreement provides that, upon timely payments by the Company of an aggregate
amount of $400,000 to Enable and Pierce, Enable and Pierce will cancel, release
and terminate the debentures and warrants and release all liens and encumbrances
on the properties of the Company and its principals, the personal guarantee
executed and delivered by the Company’s Chairman of the Board and the guarantees
executed and delivered by the Company’s subsidiaries in connection with the
debentures.
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Item 3.02.
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Unregistered
Sales of Securities.
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On
November 12, 2010, the “Company announced that on October 10, 2010, it entered
into the sale of 5,694,782 shares of its common stock (284,740 after the Reverse
Split) for $500,000 in a private placement. The private placement of
these securities was exempt from registration under pursuant to Section 4(2) of
the Securities Act of 1933, as amended. The offer and
sale did not involve a public offering and there was no general solicitation or
general advertising involved in the offer or sale and no fees were paid in
connection with the transaction. The proceeds from these sales of
unregistered securities were used to paying outstanding debt.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
November 9, 2010, FINRA approved a reverse split of the issued authorized common
stock of Adrenalina, a Nevada corporation (the “Company”) whereby every twenty
shares of the Company's common stock before the reverse split will be
consolidated into one common share, with a record date of October 25, 2010 (the
"Reverse Split"). As a result of the Reverse Split, the Company's
issued and outstanding common stock will be reduced from 25,885,371 shares to
1,294,269 shares.
Stockholders
will be entitled to exchange their stock certificates for new certificates
representing the shares of common stock after giving effect to the Reverse Split
by submitting them to the Company's transfer agent, Empire Stock Transfer, of
1859 Whitney Mesa Drive, Henderson, Nevada, 89014, telephone number: (702)
818-5898. Upon receipt of an existing stock certificate, the Transfer
Agent will issue to the stockholder a new certificate evidencing the
consolidated shares. The new certificates will contain the same restrictive
legend, if any, as the certificates for which they are exchanged. Stockholders
will be responsible for the costs of exchanging their certificates.
No
fractional common shares will be issued in connection with the Reverse Split. If
a stockholder would otherwise receive a fractional common share as a result of
the Reverse Split, the number of common shares to be received by
the
stockholder
will be rounded up to the nearest whole number.
The
Company's trading symbol will remain the same and have a "D" appended to it for
20 business days: AENAD. After 20 business days, the symbol will revert back to
AENA.
As
previously reported, on September 20, 2010, the Company filed a Certificate of
Amendment with the Secretary of State of Nevada. The Company’s Articles of
Incorporation was amended to effect the one-for-twenty Reverse Split of the
Company’s common stock. In addition, the total number of common stock
authorized that may be issued by the Company shall be reduced in the same ratio
as the Reverse Split, reducing the authorized common stock from 70,000,000 to
3,500,000.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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4.1
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Settlement
Agreement with Enable Growth Partners LP, Enable Opportunity Partners LP
and Pierce Diversified Strategy Master Fund
LP
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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, hereunto
duly authorized.
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Adrenalina
(Registrant)
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Date:
November 12, 2010
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By:
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/s/
Ilia Lekach
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Name: Ilia
Lekach
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Title: Chief
Executive Officer
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