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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 16, 2014
STEVIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-53781 98-0537233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7117 US 31 S
Indianapolis, IN 46227
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (888) 250-2566
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):
[ ] 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))
ITEM 2.03 CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
ADDITIONAL CLOSING ON SENIOR SECURED NOTE
On May 16, 2014, (the "Additional Closing Date"), Stevia Corp., a Nevada
corporation (the "Company") sold to Nomis Bay Ltd., a Bermuda company ("Nomis
Bay"), an additional senior convertible note with an initial principal amount of
$600,000 (the "Additional Convertible Note") for a purchase price of $600,000.
The Additional Convertible Note was issued pursuant to the securities
purchase agreement dated March 3, 2014 (the "Closing Date") between the Company
and Nomis Bay (the "Purchase Agreement"). Pursuant to the Purchase Agreement,
upon the terms and subject to the conditions set forth therein Nomis Bay
previously purchased from the Company on the Closing Date a senior convertible
note with an initial principal amount of $500,000 (the "Initial Convertible
Note" and, together with the Additional Convertible Note, the "Convertible
Notes") for a purchase price of $340,000 (a 32% original issue discount).
Pursuant to the terms of the Initial Convertible Promissory Note, following the
Company's satisfaction of its registration obligations related thereto, the
current principal amount of the Initial Convertible Promissory Note was reduced
to $340,000.
The Initial Convertible Note matures on December 27, 2014 (subject to
extension as provided in the Initial Convertible Note) and, in addition to the
32% original issue discount, accrues interest at the rate of 8% per annum. The
Additional Convertible Note will mature on March 16, 2015 (subject to extension
as provided in the Initial Convertible Note) and will accrue interest at the
rate of 8% per annum.
The Initial Convertible Note is convertible at any time, in whole or in
part, at Nomis Bay's option into shares of the Company's common stock, par value
$0.001 per share (the "Common Stock"), at a conversion price equal to the lesser
of (i) the product of (x) the arithmetic average of the lowest two (2) volume
weighted average prices of the Common Stock during the 10 consecutive trading
days ending and including the trading day immediately preceding the applicable
conversion date and (y) 60% (the "Variable Conversion Price"), and (ii) $0.30
(as adjusted for stock splits, stock dividends, stock combinations or other
similar transactions). The Additional Convertible Note is convertible at any
time, in whole or in part, at Nomis Bay's option into shares of Common Stock at
a conversion price that will be equal to the lesser of (i) the Variable
Conversion Price and (ii) $0.30 (as adjusted for stock splits, stock dividends,
stock combinations or other similar transactions). At no time will Nomis Bay be
entitled to convert any portion of the Convertible Notes to the extent that
after such conversion, Nomis Bay (together with its affiliates) would
beneficially own more than 4.99% of the outstanding shares of Common Stock as of
such date.
The Additional Convertible Note includes customary Event of Default
provisions. The Additional Convertible Note provides for a default interest rate
of 18%. Upon the occurrence of an Event of Default, Nomis Bay may require the
Company to pay in cash the "Event of Default Redemption Price" which is defined
in the Additional Convertible Note to mean the greater of (i) the product of (A)
the amount to be redeemed multiplied by (B) 140% (or 100% if an insolvency
related event of default) and (ii) the product of (X) the conversion price in
effect at that time multiplied by (Y) the product of (1) 140% (or 100% if an
insolvency related event of default) multiplied by (2) the greatest closing sale
price of the Common Stock on any trading day during the period commencing on the
date immediately preceding such event of default and ending on the date the
Company makes the entire payment required to be made under this provision. The
Company has the right at any time to redeem all, but not less than all, of the
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total outstanding amount then remaining under the Additional Convertible Note in
cash at a price equal to 140% of the total amount of such Convertible Note then
outstanding.
The issuance of the Additional Convertible Note to Nomis Bay under the
Purchase Agreement was exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to the
exemption for transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act ("Regulation D"). The Company made this determination
based on the representations of Nomis Bay in the Purchase Agreement that Nomis
Bay is an "accredited investor" within the meaning of Rule 501 of Regulation D
and has access to information about the Company and its investment.
This Current Report on Form 8-K (this "Report") is neither an offer to sell
nor the solicitation of an offer to buy any securities. The securities have not
been registered under the Securities Act and may not be offered or sold in the
United States of America absent registration or an exemption from registration
under the Securities Act.
The foregoing descriptions of the Convertible Notes are qualified in their
entirety by reference to the provisions of the form of Convertible Note filed as
exhibit 4.1 to this Report, which is incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
NOMIS BAY TRANSACTION
The disclosure set forth under Item 2.03 of this Report is incorporated by
reference into this Item.
ITEM 8.01 OTHER EVENTS.
On May 21, 2014, the Company issued a press release announcing the issuance
of the Additional Convertible Note to Hanover, a copy of which is attached to
this Report as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
4.1 Form of Senior Convertible Note.
99.1 Press Release dated May 21, 2014.
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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 21, 2014 STEVIA CORP.
By: /s/ George Blankenbaker
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George Blankenbaker
President
