SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 7, 2012
THE PAWS PET COMPANY, INC.
(Exact name of registrant as specified in its
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(IRS Employer Identification No.)|
2001 Gateway Place, Suite 410, San Jose,
(Address of principal executive offices, including
(Registrant's telephone number, including area
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
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject
to uncertainties and risks including, but not limited to (i) securing capital for general working purposes, (ii) changes in governmental
policies and regulations, economic conditions, the impact of competition and pricing, and (iii) other risks and in statements filed
from time to time with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements,
whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements
and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any
obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
|ITEM 1.01||ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
|ITEM 2.03||CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT.
|ITEM 3.02||UNREGISTERED SALES OF EQUITY SECURITIES.
On March 2, 2012, The PAWS Pet Company Inc.
(the “Company”) closed on a Securities Purchase Agreement (the “Purchase Agreement”) with
Asher Enterprises, Inc., an accredited investor (the “Investor”), providing for the sale by the Company to the
Investor of an 8% convertible note in the principal amount of $47,500 (the “Note”).
The Note matures on November 29, 2012 (the
“Maturity Date”). The Company is not required to make any payments until the Maturity Date.
The Investor may, commencing six (6) months
from February 27, 2012, convert the outstanding principal and accrued interest on the Note into shares of the Company’s common
stock (“Common Stock”) at a conversion price per share equal to fifty-eight percent (58%) of the average of
the three (3) lowest closing bid prices of the Common Stock during the 10 trading days immediately preceding the conversion date.
The Investor has agreed to
restrict its ability to convert the Note and receive shares of the Company’s Common Stock such that the
number of shares of Common Stock held by the Investor in the aggregate and its affiliates after such conversion or exercise
does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS
The exhibits listed in the following Exhibit
Index are filed as part of this Current Report on Form 8-K.
||Form of Securities Purchase Agreement|
||Form of Convertible Promissory Note|
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 thereunto duly authorized.
Dated: March 7, 2012
||THE PAWS PET COMPANY, INC.|
||/s/Andrew C. Warner|
||Andrew C. Warner|
||Chief Financial Officer|