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STEV > SEC Filings for STEV > Form 8-K on 6-May-2013All Recent SEC Filings

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Form 8-K for STEVIA CORP


6-May-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, F


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 3, 2013, Stevia Corp., a Nevada corporation (the "Company") entered into a Warrant Exercise Reset Offer Letter Agreement (the "Reset Letter") with an accredited investor (the "Investor") whereby the Company and the Investor agreed that the Investor would immediately cash exercise its warrant to purchase 853,333 shares of common stock of the Company at an exercise price of $0.20 per share. In consideration for the Investor's immediate exercise, the Company agreed to issue to the Investor three new warrants in the amounts of 1,877,333, 1,066,666 and 2,346,666, with exercise prices of $0.20, $0.25 and $0.25 per share, respectively (the "Series A Warrants", "Series B Warrants" and "Series C Warrants", respectively, and collectively the "New Warrants"). The Series A Warrants are subject to the Company's call right, and the Series C Warrants are only exercisable upon the Investor's exercise in full of the Series A Warrants.

In connection with the Reset Letter, the Company agreed to use its best efforts to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") within ten (10) business days. The Company will use its best efforts to have the Registration Statement declared effective by the SEC within thirty (30) days.

Garden State Securities, Inc. (the "Placement Agent") served as the placement agent of the Company for the Offering. In consideration for services rendered as the Placement Agent, the Company agreed to: (i) pay to the Placement Agent cash commissions equal to $13,600, (ii) warrants equal to eight percent (8%) of the aggregate number of shares exercised by the Investor, and (iii) upon exercise of the New Warrants by the Company, the Placement Agent will receive additional warrants equal to eight percent (8%) of the number of shares issued upon exercise of the New Warrants (collectively, the "Agent Warrants").

The foregoing descriptions of the Reset Letter and the New Warrants do not purport to be complete and are qualified in their entireties by reference to the full text of the Reset Letter and form of Warrant, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth in Item 1.01 above regarding the New Warrants and the Agent Warrants is hereby incorporated into this Item 3.02 by reference. The New Warrants and the Agent Warrants (including the shares of the Company's common stock underlying the New Warrants and the Agent Warrants) were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

Exhibit No.                        Description
-----------                        -----------
   10.1         Reset Letter
   10.2         Form of Warrant

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