Z Trim Holdings, Inc - Current report filing (8-K)
03 Setembro 2008 - 1:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 2,
2008
Z
TRIM HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Illinois
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000-27841
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36-4197173
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(State
or other jurisdiction of incorporation or organization)
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(Commission
file number)
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(I.R.S.
employer identification no.)
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1011
Campus Drive
Mundelein,
IL 60060
(Address
of principal executive offices)
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60060
(Zip
code)
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Registrant’s
telephone number, including area code:
(847) 549-6002
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
Item
3.02 Unregistered
Sales of Equity Securities.
On
September 2, 2008, we entered into private placement subscription agreements
pursuant to which we sold 23.7 units consisting of convertible notes and
warrants, for an aggregate offering price of $2,370,000. Each of the
units (individually, a “Unit” and collectively, the “Units”) consists of a
$100,000 24-month senior secured promissory note (each a “Note” and collectively
the “Notes”) convertible at the rate of $0.26 per share into 384,615 shares of
our common stock, $.00005 par value (the “Common Stock”), bearing interest at
the rate of 8% per annum, which interest is payable quarterly in Common Stock at
the rate of $0.26 per share. Investors of each Unit also received two
five-year warrants, one to purchase 230,769 shares of Common Stock with an
exercise price of $0.01 per share (the “$0.01 Warrants”), and the other to
purchase 153,846 shares of Common Stock with an exercise price of $0.26 per
share (the “$0.26 Warrants” and, together with the $0.01 Warrants, collectively
the “Warrants”). We also entered into registration rights agreements
in connection with the private placement pursuant to which we have agreed to
file with the Securities and Exchange Commission a registration statement
covering the resale of the Common Stock underlying the Notes and the
Warrants.
We paid a
placement agent a 13% cash commission in connection with the private
placement. The placement agent also received expense reimbursement,
and a five-year warrant to purchase 96,154 shares of Common Stock for each Unit
sold, with an exercise price of $0.26 per share. In addition, the
placement agent’s warrants carry registration rights that are the same as those
afforded to investors in the private placement.
We
determined that all of the securities sold and issued in the private placement
were exempt from registration under the Securities Act of 1933, as amended (the
“Act”) pursuant to Section 4(2) of the Act and Rule 506 of Regulation D
promulgated under the Act. We based this determination on the non-public manner
in which we offered the securities and on the representations of the persons
purchasing such securities, which included, in pertinent part, that such persons
were "accredited investors" within the meaning of Rule 501 of Regulation D
promulgated under the Act, and that such persons were acquiring such securities
for investment purposes for their own respective accounts and not as nominees or
agents, and not with a view to resale or distribution, and that each such person
understood such securities may not be sold or otherwise disposed of without
registration under the Act or an applicable exemption therefrom.
The
description of the terms of sale of the securities described in this report is
qualified in its entirety by reference to the full text of the underlying
documents which have been filed as exhibits to this report.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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No.
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Description
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4.1
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Form
of Subscription Agreement
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4.2
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Form
of Convertible Promissory Note
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4.3
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Form
of Warrant to Purchase Common Stock
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4.4
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Form
of Security Agreement
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4.5
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Form
of Registration Rights Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Z
TRIM HOLDINGS, INC.
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September
3, 2008
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By:
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/s/ Steve
Cohen
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Steve
Cohen
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President
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INDEX
TO EXHIBITS
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No.
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Description
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4.1
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Form
of Subscription Agreement
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4.2
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Form
of Convertible Promissory Note
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4.3
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Form
of Warrant to Purchase Common Stock
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4.4
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Form
of Security Agreement
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4.5
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Form
of Registration Rights Agreement
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4
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