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) June 19, 2013
HANGOVER JOE’S HOLDING CORPORATION
(Name of registrant as specified in its charter)
| Colorado | 000-525-33 | 20-8097439 |
| State of Incorporation | Commission File Number |
IRS Employer Identification No.
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9457 S. University Blvd, #349
Highlands Ranch, CO 80126
(Address of principal executive offices)
303 -872-5939
Telephone number, including
Area code
_______________________________
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into Material Definitive Agreement
On June 19, 2013, Hangover Joe’s Holding Corporation (the “Company”) closed on a 12%, 12 month convertible promissory note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note reflects a principal sum of $500,000 for total consideration of $450,000 (or a 10% original issue discount). Upon closing of the Note, the Company received $100,000 from JMJ.
JMJ has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The conversion price is the lesser of $0.05 or 70% of the average of the three lowest closing prices in the 25 trading days previous to the conversion.
The Note is subject to various default provisions (an “Event of Default”), and the occurrence of such an Event of Default will cause the outstanding principal amount under the Note, together with accrued and unpaid interest, and all other amounts payable under the Note, to become, at JMJ’s election, immediately due and payable to JMJ.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure in Item 1.01 is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 24th day of June 2013.
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Hangover Joe’s Holding Corporation
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By:
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/s/ Michael Jaynes | |
| Michael Jaynes, President and CEO | |||