U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-A
 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

MOJO ORGANICS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
  
26-0884348
(State of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)
     
101 Hudson Street, 21st Floor
    
Jersey City, New Jersey
  
07302
(Address of Principal Executive Offices)
  
(Zip Code)
     
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. o
  
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. x
     
Securities Act registration statement file number to which this form relates:
333-196488
 
(If applicable)
 
Securities to be registered pursuant to Section 12(b) of the Act:
  
   
Title of Each Class
to be Registered
  
Name of Each Exchange on Which
Each Class is to be Registered
     
None
    
     
Securities to be registered pursuant to Section 12(g) of the Act:
  
 
Common Stock, par value $0.001 per share
(Title of Class)

 
 
 
 

Item 1.                      Description of Registrant’s Securities to be Registered.
 
The securities to be registered hereby are the common stock of Mojo Organics, Inc. (the “Company”).  The description of the common stock contained under the heading “Description of Securities” in the registration statement initially filed with the Securities and Exchange Commission on June 3, 2014, as amended from time to time (File No. 333-196488) (the “Registration Statement”) to which this Form 8-A relates is incorporated herein by reference.  Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.
 
Item 2.                      Index to Exhibits.
 
Exhibit
No.
  
SEC Report
 Reference
Number
  
Description
         
2.1
  
2.1
  
Agreement and Plan of Merger by and among Specialty Beverage and Supplement, Inc., SBSI Acquisition Corp.  and MOJO Ventures, Inc. dated May 13, 2011 (1)
         
2.2
  
2.1
  
Split-Off Agreement, dated as of October 27, 2011, by and among MOJO Ventures, Inc., SBSI Acquisition Corp., MOJO Organics, Inc., and the Buyers party thereto (2)
         
3.1
  
3.1
  
Certificate of Incorporation of MOJO Shopping, Inc. (3)
         
3.2
  
3.1
  
Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
         
3.3
  
3.1
  
Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (5)
         
3.4
  
3.4
  
Articles of Merger (1)
         
3.5
  
3.1
  
Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (7)
         
3.6
  
3.1
  
Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (8)
         
3.7
  
3.1
  
Amended and Restated Bylaws of MOJO Ventures, Inc. (6)
         
3.8
  
3.8
  
Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (9)
         
10.1
  
10.1
  
Form of Second Amended and Restated Restricted Stock Agreement (10)
         
10.2
  
10.6
  
2012 Long-Term Incentive Equity Plan (9)
         
10.3
  
10.7
  
Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan (9) †
         
10.7
  
10.3
  
Amended and Restated Securities Purchase Agreement (8)
         
10.8
  
10.4
  
Registration Rights Agreement (8)
         
10.10
  
10.6
  
Amendment to Richard X. Seet Restricted Stock Agreement (8)
         
10.13
  
10.17
  
Form of Subscription Agreement for 2013 Offering (9)
         
10.16
  
10.16
  
Form of Restricted Stock Agreement, dated December 4, 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Richard Seet, Jeffrey Devlin and Nicholas Giannuzzi.  (10)
         
10.17
  
10.17
  
Form of Restricted Stock Agreement, dated March 2014, between MOJO Organics, Inc. and each of Glenn Simpson, Richard Seet, Jeffrey Devlin, Peter Spinner and Marianne Vignone. (10)
         
10.18
  
10.18
  
Form of Subscription Agreement for March 2014 Stock (with Warrants) Offering (10)
         
10.19
  
10.18
  
Form of Warrant (10)
         
10.20
  
10.20
  
Form of Subscription Agreement for March 2014 Stock Offering (10)
 
 
 
 
 
 
(1)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011
 
 
(2)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on November 2, 2011
 
 
(3)
Incorporated by reference to the Registrant's Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007
 
 
(4)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011
 
 
(5)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012
  
 
(6)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011

    
(7)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013

 
(8)
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013

 
(9)
Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013
 
 
(10)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on April 16, 2014
 
 

 
 
 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 

 
MOJO ORGANICS, INC.
   
   
Date:  August 20, 2014
By:   /s/ Glenn Simpson                                    
Glenn Simpson
Chief Executive Officer


 
 
 
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