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VAPH.OB > SEC Filings for VAPH.OB > Form 8-K on 30-Jul-2008All Recent SEC Filings

Show all filings for VASO ACTIVE PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VASO ACTIVE PHARMACEUTICALS INC


30-Jul-2008

Triggering Events That Accelerate or Increase a Direct Financial


Item 2.04. Triggering Events That Accelerate or Increase a Direct Obligation or and Obligation under an Off-Balance Sheet Arrangement.

On August 16, 2005,Vaso Active Pharmaceuticals, Inc. (the "Company") sold $2,500,000 in aggregate principal amount of Senior Secured Convertible Notes due May 1, 2007 (the "Notes") to independent institutional investors. As previously reported, on May 1, 2007, the Company failed to pay the principal amount outstanding under the Notes. Iroquois Master Fund Ltd, ("Iroquois") holds a Senior Secured Convertible Note (the "Iroquois Note") in the outstanding principal amount of $1,125,000 (the "Principal Amount") and is also the collateral agent for the note holders.

On July 24, 2008, the Company received written notice (the "Notice") from Iroquois that Events of Default had occurred under the Iroquois Note and that Iroquois had elected to require the Company to redeem the Iroquois Note at the Event Price, as defined in the Iroquois Note. The Event Price is equal to 115% of the outstanding principal and interest (or, if greater, 115% of the value of shares that such holder could receive upon conversion of the Iroquois Note, based on a five day trading average price). In addition, the default rate of interest on any unpaid amounts is 18%.

As previously reported, the Company has received a similar default notice from two other purchasers of the Notes.

Forward-Looking Statement

Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, management's beliefs and certain assumptions made by management. Readers are cautioned that any such forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict. Because such statements involve risks and uncertainties, the actual ability of the Company to meet its debt obligations may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here; however, readers should review carefully reports of documents the Company files periodically with the SEC.


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