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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): May 3, 2013
DNA BRANDS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-53086 26-0394476
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
506 N.W. 77th Street
Boca Raton, Florida, 33487
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (954) 978-8401
N/A
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(Former name or former address if changed since last report)
Check 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-14(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities
On May 3, 2013 the Company:
o issued 150,000 shares of its Series C Preferred Stock to Darren Marks,
an officer and director of the Company, in settlement of $100,000 owed
by the Company to Mr. Marks; and
o issued 150,000 shares of its Series C Preferred Stock to Mel Leiner,
an officer and director of the Company, in settlement of $100,000 owed
by the Company to Mr. Leiner.
The holders of the Series C Preferred shares, in preference to the holders
of the Company's common stock, are entitled to receive, when, as and if declared
by the Company's directors, annual dividends commencing on December 31, 2013 at
the rate of $0.01 per share. Dividends which are not declared will not accrue.
Dividends not declared will not cumulate. Accrued but unpaid dividends will not
bear interest.
Upon any liquidation, dissolution or winding up of the Company, no
distribution will be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series C Preferred shares unless the holders of the Series C Preferred shares
have received $0.67 per share, plus an amount equal to declared and unpaid
dividends and distributions to the date of payment. Each Series C Preferred
share entitles the holder to 300 votes on all matters submitted to a vote of the
Company's shareholders.
The shares of the Series C Preferred Stock described above were not
registered under the Securities Act of 1933 and are restricted securities. The
Company relied upon the exemption provided by Section 4(2) of the Securities Act
of 1933 in connection with the issuance of these shares. The persons who
acquired these shares were sophisticated investors and were provided full
information regarding the Company's business and operations. There was no
general solicitation in connection with the offer or sale of these securities.
The persons who acquired these shares acquired them for their own accounts. The
certificates representing these shares will bear a restricted legend providing
that they cannot be sold except pursuant to an effective registration statement
or an exemption from registration. No commission was paid to any person in
connection with the issuance of these shares.
Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
3.5 Designation of Series C Preferred Stock
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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: May 3, 2013
DNA BRANDS, INC.
By: /s/ Darren M. Marks
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Darren M. Marks, President
