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) February 13, 2015
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 000-53707 20-1367322
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 South Executive Drive, Suite 101, Brookfield, WI 53005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 1-262-789-6689
N/A
(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:
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 29, 2015, Trident Brands Incorporated (the "Company") entered into a
securities purchase agreement with a non-US institutional investor whereby it
agreed to sell an aggregate principal amount of $2,300,000 of senior secured
convertible debentures, convertible into shares of the Company's common stock.
The Company received the funds from the transaction on February 5, 2015.
The convertible debentures provide for repayment in four quarterly payments of
interest commencing on April 29, 2015, and are convertible into shares of the
Company's common stock at an initial conversion price of $.71 per share, for an
aggregate of up to 3,239,437 shares. The debentures bear interest at 8% per
annum, payable in cash each quarter.
The Company intends to use the net proceeds from this transaction for working
capital and general corporate purposes.
The Company issued the debentures to one non-U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933), in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
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.
TRIDENT BRANDS INCORPORATED
/s/ Michael Brown
-----------------------------------
Michael Brown
President
Date: February 13, 2015
