Add
SOUP to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| SOUP > SEC Filings for SOUP > Form 8-K on 6-Aug-2012 | All Recent SEC Filings |
6-Aug-2012
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,
On August 1, 2012, we entered into an amendment ("Amendment") to that certain Forbearance Agreement, dated May 20, 2011, with Penny Fern Hart ("Forbearance Agreement") relating to approximately $1,500,000 in principal amount of secured debt guaranteed by our subsidiary The Original Soupman, Inc. ("TOSI"). The Amendment provides that: (i) all prior defaults by us under the Forbearance Agreement are waived; (ii) the forbearance period is extended until August 31, 2013 ("Forbearance Termination Date"); and (iii) payments of interest only in respect of Ms. Hart's debt will commence on November 1, 2012. In consideration of this forbearance, we issued Ms. Hart 550,000 restricted shares of our common stock which may not be assigned, sold or pledged for a period of six (6) months. In addition, we agreed that if this debt is not repaid in full to Ms. Hart by the August 31, 2013Forbearance Termination Date, we will issue to her, as a default penalty, an amount of shares of common stock equal to 1.5% of the then issued and outstanding shares.
The foregoing description of the Amendment is qualified in its entirety by reference to the provisions of such Amendment, which is filed as Exhibit 10.1 to this Current Report, and is incorporated herein by reference
The offer and issuance of the 550,000 shares of restricted stock to Ms. Hart
were not registered under the Securities Act of 1933 at the time of issuance,
and therefore may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. For this
issuance, we intend to rely on the exemption from federal registration under
Section 4(2) of the Securities Act, based on our belief that the offer and sale
of such shares does not involve a public offering as Ms. Hart is an "accredited
investor" as defined under Section 501 promulgated under the Securities Act and
no general solicitation has been involved in the offering
(a)-(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment to Forbearance Agreement, dated August 1, 2012.
|
|