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JLWT > SEC Filings for JLWT > Form 8-K on 10-Oct-2013All Recent SEC Filings

Show all filings for JANEL WORLD TRADE LTD

Form 8-K for JANEL WORLD TRADE LTD


10-Oct-2013

Entry into a Material Definitive Agreement, Other Events, Financial Stateme


Item 1.01. Entry into a Material Definitive Agreement.

On October 6, 2013, Janel World Trade, Ltd. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with Oaxaca Group LLC, (the "Investor"), for the sale to the Investor of an aggregate 7,692,308 shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.065 per share, or an aggregate of $500,000. As part of the purchase, the Investor received warrants to purchase an aggregate 12,500,000 shares of Common Stock at $0.08 per share (the "Warrants"). The Warrants expire five years after the closing date. Closing is expected to take place prior to November 1, 2013.

The Agreement contains anti-dilution protections for the Investor. In addition, under the terms of the Agreement, the Company agreed that, at the Investor's option, the Company will present two nominees nominated by the Investor to become members of the Company's Board of Directors either through an action by written consent or through the vote of the Company's stockholders at the next meeting of the Company's stockholders, and from and after such time the size of the Company's Board of Directors will be limited to no more than four members, unless approved by the Investor. Furthermore, the Company agreed that it will not take certain actions without the approval of the Investor.

The shares of Common Stock to be sold pursuant to the Agreement will be sold to accredited investors only in a private placement in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

The foregoing description is qualified in its entirety by the terms of the Agreement attached hereto as Exhibit 10.1 and form of Warrant attached hereto as exhibit 10.2, both of which are incorporated herein by reference.

The Company intends to use the proceeds from the sale for general corporate purposes.



Item 8.01. Other Events.

On October 7, 2013, the Company issued a press release announcing the entry into the Securities Purchase Agreement described above. In accordance with SEC Rule 135c(d), a copy of the press release is filed herewith as Exhibit 99.1.

-2-



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.
10.1        Securities Purchase Agreement dated as of October 6, 2013
10.2        Form of Warrant
99.1        Press release dated October 7, 2013

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