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) September 17, 2012
THE PAWS PET COMPANY, INC.
(Exact name of registrant as specified in its charter)
| ILLINOIS | 333-130446 | 20-3191557 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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777 E. Atlantic Ave. Suite C2 264, Delray Beach, Fl. |
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(Address of principal executive offices, including zip code) |
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(561) 886 7108 |
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(Registrant's telephone number, including area code) |
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)) |
FORWARD-LOOKING STATEMENTS
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 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 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.
On September 4, 2012, the Investor elected to convert $12,000 of the Note into shares of Common Stock. The conversion occurred at a price of $0.0059 per share, resulting in the issuance to the Investor of 2,033,898 shares of Common Stock.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 4.01 |
Form of Securities Purchase Agreement* | |
| 10.02 |
Form of Convertible Promissory Note* |
Incorporated by reference from the Current Report on Form 8-K filed with the SEC by the Company on March 3, 2012.
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 thereunto duly authorized.
Dated: September 18, 2012
| THE PAWS PET COMPANY, INC. | ||
| By: | /s/Andrew C. Warner | |
| Name: | Andrew C. Warner | |
| Title: | Chief Financial Officer | |