Attached files
| file | filename |
|---|---|
| EX-99.2 - FORM OF WARRANT ISSUED BY THE COMPANY - New Leaf Brands, Inc. | nlef_ex992.htm |
| EX-99.3 - NOTE AND WARRANT PURCHASE AGREEMENT - New Leaf Brands, Inc. | nlef_ex993.htm |
| EX-99.1 - FORM OF ORIGINAL ISSUE DISCOUNT NOTE ISSUED BY THE COMPANY - New Leaf Brands, Inc. | nlef_ex991.htm |
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 21, 2010
| NEW LEAF BRANDS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-22024 | 77-0125664 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
1 Dewolf Road, Old Tappan, New Jersey
|
07675 | |
|
(Address of principal executive offices)
|
(Zip Code)
|
|
(201) 951-3956
|
|
(Registrants telephone number, including area code)
|
N/A
(Former name of 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):
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.
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 September 21 and September 22, 2010, the company completed a unit offering of $1,652, 273 of its bridge notes and warrants to accredited investors. The bridge notes were sold at an Original Issue Discount of 12% , and have a 90 day maturity (“Notes”). Each Unit sold consisted of $1,000 principal amount of 12% Notes and warrants to purchase 1,200 shares of common stock at $0.25 per share. The company sold 1,982,727 warrants to the accredited investors in conjunction with this offering.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibits | ||
| 99.1 | Form of Original Issue Discount Note issued by the Company | |
| 99.2 | Form of Warrant issued by the Company | |
| 99.3 | Note and Warrant Purchase Agreement |
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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.
|
Date: September 24, 2010
|
/s/ Eric Skae | |
| (Signature) | ||
| Print Name: Eric Skae | ||
| Title: President and Chief Executive Officer |
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