Attached files
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) January 20, 2015
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 000-53707 26-1367322
(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 (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 MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
ISSUANCE OF SECURED PROMISSORY NOTE AND WARRANTS
On January 29, 2016 Trident Brands, Inc. ("we", "us", "our" the "Company")
entered into a securities purchase agreement with one investor pursuant to
which, in consideration for proceeds of $250,000, we issued a secured promissory
note in the amount of $250,000, and, 125,000 warrants to purchase common shares
of our Company.
The $250,000 secured promissory note is due 12 months from the issuance date,
and bears interest at the rate of 10% per annum. The promissory note is secured
against the assets of our Company pursuant to a general security agreement which
is subordinate to the Senior Secured Convertible Promissory Note dated January
29, 2015 in the amount of $2,300,000.
Each of the 125,000 warrants issued in connection with the promissory note is
exercisable for three years following issuance for the purchase one share of our
common stock at the price of $1.35 per share.
We issued the $250,000 secured promissory note and the 125,000 share purchase
warrants to one (1) non-US person (as that term is defined in Regulation S of
the Securities Act of 1933), in an offshore transaction relying on Regulation S
of the Securities Act of 1933, as amended.
ISSUANCE OF COMMON SHARES FOR ACQUISITION OF EMULSION SUPPLY RIGHTS
On January 28, 2016 we issued 3,000,000 common shares to one non-US person (as
that term is defined in Regulation S of the Securities Act of 1933), in an
offshore transaction relying on Regulation S of the Securities Act of 1933, as
amended. The issuance was made pursuant to a Deed of Assignment dated effective
January 20, 2015 among our Company, Oceans Omega LLC, and the assignor 2298107
Ontario Inc. pursuant to which the assignor has assigned to our Company the
assignor's non-exclusive rights to purchase, market, sell and distribute certain
Omega 3 nutritional emulsions produced by Oceans Omega LLC.
In furtherance of the Deed of Assignment, the Company has entered into an
Emulsion Supply Agreement dated effective January 20, 2015 with Oceans Omega LLC
which represents the rights acquired pursuant to the Deed of Assignment. The
Emulsion Supply Agreement provides our Company with the non-exclusive right and
license (without the right to sublicense) to purchase, market, promote, sell and
distribute Oceans Omega LLC's omega-3 emulsions for use the in development,
production, processing, manufacture and sale of food and beverages (excluding
meats) for human or animal consumption. The initial term of the Emulsion Supply
Agreement is ten years. The term may be renewed for additional consecutive one
year periods subject to the mutual agreement of the parties not less than 60
days prior to the expiration of the applicable term.
The issuance of the 3,000,000 common shares marked the closing of the Deed of
Assignment and the Emulsion Supply Agreement, which did not specify the amount
of consideration payable by our Company when they were executed on January 20,
2015. The consideration payable was subsequently established by the parties on
January 28, 2016.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Securities Purchase Agreement and General Security Agreement dated
January 29, 2016
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/ Mark Holcombe
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Mark Holcombe
Chairman
Date: February 4, 2016
