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): August 20, 2014
URBAN BARNS FOODS INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
000-53942
Commission File Number
Office 205 290 Lakeshore Road
Pointe-Claire, Quebec, Canada H9S 4L3
(Address
of principal executive offices)
Registrants telephone number, including area code: 514-907-4989
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:
[ ] 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))
SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On August 20, 2014, Urban Barns Foods Inc. (the Company) sold an aggregate of 6,500,000 units to five non-U.S. investors at a price of $0.05 per unit for gross proceeds of $325,000. Each Unit consists of one share of the Companys Class A common stock and one warrant exercisable into one share of the Companys Class A common stock at a price of $0.075 per share until August 20, 2017.
The Company issued the units in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the Securities Act). The Companys reliance on Regulation S was based on the fact that the units were sold in offshore transactions as defined in Regulation S. The Company did not engage in any directed selling efforts in the United States in connection with the sale of the units, and the investors were not U.S. persons and did not acquire the units for the account or benefit of any U.S. person.
The units have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration or an applicable exemption from the registration requirements of the Securities Act.
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, thereunto duly authorized.
Date: August 21, 2014 | Urban Barns Foods Inc. | |
(Registrant)
| ||
By: |
/s/ Richard Groome | |
Richard Groome | ||
President, Chief Executive Officer, Director |