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SOUP > SEC Filings for SOUP > Form 8-K on 1-Apr-2014All Recent SEC Filings

Show all filings for SOUPMAN, INC.

Form 8-K for SOUPMAN, INC.


1-Apr-2014

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sales of Equity Securities.

Since the filing on January 14, 2014, of our Quarterly Report on Form 10-Q for the quarter ended November 30, 2013, we have issued 531,560 shares of common stock upon the conversion of certain convertible debt, having an aggregate fair market value of $130,910 based upon the quoted closing trading prices on the issue dates; 320,000 shares of common stock for services rendered, having an aggregate fair market value of $129,700 based upon the quoted closing trading prices on the issue date; 2,150,000 shares of restricted common stock to accredited investors at an issue price of between $0.20 and $0.25 per share for a fair value of $450,000, which includes 1,800,000 shares issued on March 27, 2014, and 234,213 shares of common stock upon conversion of 234,213 shares of our Series A convertible preferred stock. The securities issued upon conversion of the debt and the Series A convertible preferred stock were issued pursuant to an exemption provided by Section 3(a)(9) of the Securities Act. The securities issued for services rendered and sold to accredited investors as above-described were issued pursuant to Section 4(a)(2) of the Securities Act. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The holders were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.


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