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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) February 24, 2012
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-127915 98-0464272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
245 Drumlin Circle, Concord, Ontario, Canada L4K 3E4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 482-0200
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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry Into a Material Definitive Agreement
On June 12, 2009, November 18, 2009, March 26, 2010, June 29, 2010,
September 28, 2010, December 10, 2010 and February 25, 2011, Vital
Products, Inc. (the "Company", "we", "us") issued Convertible Secured
Promissory Notes (the "Notes") to The Cellular Connection, Ltd.
("Cellular Connection"). The aggregate amount of the Notes was (US)$147,936,
and each bore interest at 20% per year with varying maturity dates. The
Notes are convertible by us into shares of our common stock at any time prior
to the maturity dates, and any outstanding portion at the maturity dates
automatically converted into shares of our common stock. The conversion
rate of the Notes was set at seventy-five percent (75%) of the average of
the lowest closing bid price during the fifteen trading days immediately
preceding the date of conversion or maturity date, as the case may be.
On February 24, 2012, we entered into a Side Letter Agreement ("Side Letter
Agreement") with Cellular Connection pursuant to which we agreed to amend the
Notes to reflect an aggregate amount of the Notes, including capitalized
interest, to (US)$177,523.20 through February 24, 2012 and changed the
conversion rate of the Notes to $0.0002. Additionally, we extended the
maturity date of the Notes to February 24, 2013.
The foregoing description of the Notes, and Side Letter Agreement is
qualified in its entirety by reference to the full text of the agreements
which are filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
This report contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons, including the risks
described in our Form 10-K and other reports we file with the Securities and
Exchange Commission. Although we believe the expectations reflected in the
forward-looking statements are reasonable, they relate only to events as of
the date on which the statements are made. We do not intend to update any of
the forward-looking statements after the date of this document to conform
these statements to actual results or to changes in our expectations, except
as required by law. We undertake no obligation to release publicly the
results of any revisions to any such forward-looking statements that may
be made to reflect events or circumstances after the date of this report
or to reflect the occurrence of unanticipated events, except as required
by applicable law or regulation.
Item 9.01 Financial Statements and Exhibits
10.1 Side Letter Agreement amending the Secured Promissory Notes between the
Company and The Cellular Connection dated June 12, 2009,
November 18, 2009, March 26, 2010, June 29, 2010, September 28, 2010,
December 10, 2010 and February 25, 2011 (included herein).
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.
Vital Products, Inc.
--------------------
(Registrant)
Date: February 29, 2011
/s/Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive Officer
