UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2011
UFOOD RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-136167 | 20-4463582 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
255 Washington Street, Suite 100 Newton, Massachusetts |
02458 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 787-6000
Not Applicable
(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:
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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 7, 2011, the Company and Southridge Partners II, LP (Southridge) entered into an
Equity Purchase Agreement (the Current Agreement) by and between the Company and Southridge.
The Current Agreement provides that, at the election of the Company, Southridge is obligated to
purchase shares of the Companys common stock up to the lesser
of (a) 13,500,000 shares, or (b)
shares having a value of $3,000,000. Each election of the Company can be at the lesser of
$500,000 or 500% of the average of the dollar volume of the common stock for the twenty trading
days preceding the election. The purchase price of the shares will be 92% of the market price of
the shares. In no event can the Company require Southridge to purchase shares if, as a result of
that purchase, Southridge will own more than 9.99% of the outstanding common stock of the Company.
In addition, Southridge is entitled to certain registration rights with respect to its Company
common stock and will also receive a payment of 133,333 shares of restricted common stock of the
Company.
Item 1.02. Termination of a Material Definitive Agreement.
On November 7, 2011, the Company and Southridge mutually terminated the Equity Purchase
Agreement (the Former Agreement) by and between the Company and Southridge, dated August 19,
2011. The Former Agreement provided that, at the election of the Company, Southridge would be
obligated to purchase shares of the Companys common stock for a total commitment of up to
$3,000,000. Each election of the Company could be at the lesser of $500,000 or 500% of the
average of the dollar volume of the common stock for the twenty trading days preceding the
election. The purchase price of the shares was to be 92% of the market price of the shares. In
no event could the Company require Southridge to purchase shares if, as a result of that purchase,
Southridge would own more than 9.99% of the outstanding common stock of the Company. In
addition, Southridge would be entitled to certain registration rights with respect to its Company
common stock and would also receive a payment of 133,333 shares of restricted common stock of the
Company.
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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.
UFOOD RESTAURANT GROUP, INC. |
||||
Date: November 9, 2011 | By: | /s/ Charles Cocotas | ||
Charles Cocotas | ||||
President and Chief Operating Officer |
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