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)
June 15,
2009
PANGLOBAL BRANDS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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333-131531
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20-8531711
|
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(State or other jurisdiction of
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(Commission File Number)
|
(IRS Employer Identification No.)
|
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incorporation)
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2853 E. Pico Blvd., Los Angeles CA 90023
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
323
266-6500
N/A
(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):
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e -4(c))
- 2 -
Item 1.01 Entry into a Material Definitive
Agreement.
Convertible Loan Agreement and Subscription Agreements
On June 15, 2009, we entered into a convertible loan agreement,
dated for reference April 9, 2009, with 15 lenders, whereby the lenders agreed
to loan our company the aggregate principal amount of US$1,000,000 bearing
interest at 9% per annum, compounded and payable bi-annually, on the outstanding
principal, and repayable on or before April 30, 2011. At the same time,
US$1,875,500 of outstanding loans under loan agreements with Sinecure Holdings
Limited, Peter Hough and Providence Wealth Management Ltd., was converted from
the terms of those previous loan agreements to the same terms as the convertible
loan agreement under the Pari Passu and Loan Modification Agreement described
below.
Interest on the loan may be paid in cash or shares of our
common stock, or any combination thereof, at our discretion. If interest is paid
in shares, the conversion price will be US$0.15 in value of interest per share.
At any time on or before April 30, 2011, the lenders may give
us written notice and convert all or a portion of the loan into units,
consisting of one share of our common stock and one common share purchase
warrant, at a price per unit of US$0.10. Each common share purchase warrant is
exercisable into one share of our common stock at a price of US$0.15 per share
for a period of 24 months.
Pursuant to the convertible loan agreement, the lenders
appointed Chelsea Capital Corporation as the attorney on behalf of the lenders.
Chelsea Capital has full power of substitution to do and execute any acts,
consents and/or waivers and to receive notices from our company in connection
with the convertible loan agreement.
A copy of the convertible loan agreement is attached as exhibit 10.1 to
this current report on Form 8-K.
In connection with the convertible loan agreement, on June 15,
2009, we entered into a private placement subscription agreement with each
lender to evidence the respective portion of the loan made to our company by
such lender. In accordance with the convertible loan agreement, upon notice by a
lender or lenders of their intention to convert the loan, a lender may convert
all or a portion of the loan into units, as described above, at a price per unit
of US$0.10. The forms of private placement subscription agreements are attached
as exhibits 10.2 and 10.3 to this current report on Form 8-K.
US$970,000 of the convertible loan was loaned by 14 non-U.S.
persons (as that term is defined in Regulation S of the
Securities Act of
1933, as amended
) in an offshore transaction relying on Regulation S and/or
Section 4(2) of the
Securities Act of 1933, as amended
.
US$30,000 of the convertible loan was loaned by one U.S. person
pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act
of 1933.
No advertising or general solicitation was employed in offering
the securities.
The securities issued in the non-brokered private placement
have not been registered under the
Securities Act of 1933, as amended
,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements of the
Securities Act of
1933, as amended
.
- 3 -
Security Agreement
In connection with the convertible loan agreement, on June 15,
2009, we executed a security agreement dated for reference April 30, 2009, for
the benefit of Chelsea Capital Corporation on behalf of all of the lenders under
the convertible loan agreement. Pursuant to the security agreement, we agreed to
create a security interest by way of priority security interest in our present
and after-acquired personal property and such other collateral described in the
security agreement in favour of Chelsea Capital and the other lenders.
A copy of the security agreement is attached as exhibit 10.4 to
this current report on Form 8-K.
Pari Passu and Loan Modification Agreement
On June 15, 2009, we entered into a pari passu and loan
modification agreement, dated for reference April 9, 2009, with Providence
Wealth Management Ltd., Sinecure Holdings Limited, Peter Hough, an individual,
and Chelsea Capital Corporation, whereby it was agreed that:
(a) US$1,875,500, representing the
aggregate balance of the outstanding loans to the company pursuant to: (i) the
loan agreement dated effective March 4, 2008 with Sinecure Holdings Limited and
Capella Investments Inc. (Capella Investments subsequently transferred all its
interest under such loan agreement to Peter Hough), and (ii) the loan agreement
dated January 16, 2009 with Providence Wealth Management Ltd., would be
converted from the terms of the such previous loan agreements to the terms of
the convertible loan agreement described above; and
(b) all security interests created
pursuant to: (i) the security agreement dated for reference April 9, 2009 for
the benefit of Chelsea Capital; (ii) the security agreement dated March 4, 2008
for the benefit of Sinecure Holdings and Peter Hough; and (iii) the security
agreement dated January 16, 2009 for the benefit of Providence Wealth
Management, will have equal priority and that the creation, registration, filing
and existence of the security interests will not constitute an event of default
under any of such security agreements.
A copy of the Pari Passu and Loan Modification agreement is
attached as exhibit 10.5 to this current report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is included under
Item 1.01 of this current report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information required by this Item 3.02 is included under
Item 1.01 of this Current Report on Form 8-K.
- 4 -
Item 9.01 Financial Statements and Exhibits.
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 hereunto duly authorized.
PANGLOBAL BRANDS INC.
/s/ Stephen Soller
Stephen Soller
CEO,
President, Secretary and Director
Date: June 19, 2009
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