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): December 22,
2010
Skinny Nutritional
Corp.
(Exact
name of registrant as specified in its charter)
COMMISSION
FILE NUMBER: 0-51313
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Nevada
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88-0314792
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Three
Bala Plaza East, Suite 101
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Bala Cynwyd, PA 19004
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(Address
and zip code of principal executive
offices)
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(610)
784-2000
(Registrant’s
telephone number, including area code
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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:
¨
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))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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As
of December 22, 2010, Skinny Nutritional Corp. (the “Company”) has
entered into subscription agreements (the “Subscription
Agreements”) with certain accredited investors pursuant to which
the Company will issue to the investors and the investors agreed to
purchase from the Company an aggregate of 24,766,667 shares of Common
Stock, par value $0.001 per share (the “Common Stock”)
of the Company. 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.
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Item 3.02
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Unregistered Sales of Equity
Securities.
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As
previously reported, the Company 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 is offering an aggregate amount of $3,000,000 of its
Common Stock. The Offering is being conducted on a “best efforts” basis as
to the entire Offering amount. The purchase price per share of Common
Stock is $0.03. As of December 22, 2010, the Company had accepted
subscriptions in the aggregate amount of $743,000 for a total of
24,766,667 shares of Common Stock. Net proceeds from such
sales, after payment of offering expenses and commissions, are
approximately $675,000. 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 such number of shares of restricted
common stock as equals 5% of the total number of shares of Common Stock
sold in the Offering to investors procured by them.
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 will 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.
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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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Skinny
Nutritional Corp.
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By:
/s/ Michael Salaman
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Name:
Michael Salaman
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Title:
Chief Executive Officer
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Date:
December 27, 2010
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