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): August 29, 2011
Soupman, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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000-53943
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61-1638630
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(Commission File Number)
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(IRS Employer Identification No.)
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1110 South Avenue, Suite 100
Staten Island, NY 10314
(Address of principal executive offices and zip code)
(212) 768-7687
(Registrant’s telephone number including area code)
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
As used in this Current Report on Form 8-K and unless otherwise indicated, the terms the “Company,” “we,” “us,” and “our” refer to Soupman, Inc., a Delaware corporation (the “Company”), unless the context requires otherwise.
Item 3.02. Unregistered Sales of Equity Securities.
From June 15, 2011 through August 29, 2011, we issued 1,335,000 shares of common stock and 133,500 warrants to several investors in conjunction with a private offering. We also issued 180,000 warrants to the placement agent in connection with the offering. These securities were issued in reliance on Section 4(2) of the Act and the safe harbor afforded by Rule 506 of Regulation D under the Act. The offering did not involve any general solicitation or advertising by us. The individuals acknowledged the existence of transfer restrictions applicable to the securities sold by us. Certificates representing the securities sold contain a legend stating the restrictions on transfer to which such securities are subject.
From July 6, 2011 through July 29, 2011, we issued 820,000 shares of common stock to several consultants and advisors for services rendered. These securities were issued in reliance on Section 4(2) of the Act. The offering did not involve any general solicitation or advertising by us. The individuals acknowledged the existence of transfer restrictions applicable to the securities sold by us. Certificates representing the securities sold contain a legend stating the restrictions on transfer to which such securities are subject.
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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Dated: September 8, 2011
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SOUPMAN, INC.
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By: /s/ Arnold Casale
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Name: Arnold Casale
Title: Chief Executive Officer
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