Summary of PET DRX CORP - Yahoo! Finance

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligatio

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in the Current Reports on Form 8-K filed by Pet DRx Corporation (the "Company") with the Securities and Exchange Commission ("SEC") on January 27, 2009, February 10, 2009 and April 2, 2009, the Company entered into a securities purchase agreement dated January 21, 2009 with the investors identified on the schedules thereto, pursuant to which it issued and sold in a private placement an aggregate of $6,500,000 in principal amount of its senior secured convertible notes (the "Senior Notes") together with warrants (the "Financing Warrants") to purchase up to 15,000,000 shares of its common stock. The private placement of the Senior Notes and Warrants was completed in three separate closings occurring on January 21, 2009, February 4, 2009, and March 27, 2009.

On August 31, 2009, the Financing Warrants were amended to provide that if the Company subsequently issues additional common stock or common stock equivalents at an effective purchase price less than the then-applicable exercise price of the Financing Warrants and also below the fair market value of the Company's common stock at such time, then the exercise price of the Financing Warrants will be reduced to such lower price. This amendment adds a second trigger for full anti-dilution protection if the Company subsequently issues additional common stock or common stock equivalents at a price below $0.10 per share. The second trigger requires that, in addition to a price below $0.10 per share, such issuance must also include an effective purchase price below then-current fair market value.

The description above is a summary and is qualified in its entirety by the First Amendment to Warrant filed herewith as Exhibit 10.1 hereto and incorporated herein by reference.