Attached files
| file | filename |
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| EX-10.1 - SECURITIES PURCHASE AGREEMENT - Pharmagen, Inc. | pharmagen_ex101.htm |
| EX-10.2 - CONVERTIBLE PROMISSORY NOTE - Pharmagen, Inc. | pharmagen_ex102.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): June 19, 2013
PHARMAGEN, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-54523
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27-0777112
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| (State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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9337 Fraser Avenue
Silver Spring, MD 20910
(Address of principal executive offices) (zip code)
(204) 898-8160
(Registrant’s 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:
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))
Section 3 – Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
On June 5, 2013, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc., pursuant to which we sold to Asher a 8% Convertible Promissory Note in the original principal amount of $63,000 (the “Note”). The Note has a maturity date of March 7, 2014, and is convertible after 180 days into our common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The “Variable Conversion Price” shall mean 60% multiplied by the Market Price (representing a discount rate of 40%). “Market Price” means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means the closing bid price on the applicable day. The “Fixed Conversion Price” shall mean $0.00005. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 31 and 60 days after issuance – 120% of the principal amount; (b) between 61 and 90 days after issuance – 125% of the principal amount; (c) between 91 and 120 days after issuance – 130% of the principal amount; (d) between 121 and 180 days after issuance – 135% of the principal amount. The purchase and sale of the Note closed on June 19, 2013, the date that the purchase price was delivered to us.
The issuance of the Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.
Section 9 – Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Securities Purchase Agreement dated June 5, 2013
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10.2
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Convertible Promissory Note dated June 5, 2013
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2
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.
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Pharmagen, Inc.
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Dated: June 25, 2013
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/s/ Mackie Barch
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By: Mackie Barch
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Its: President and Chief Executive Officer
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