Prospectus
Supplement No.
4
(to
Prospectus dated August 11, 2008)
PURPLE
BEVERAGE COMPANY, INC.
12,325,521
Shares of Common Stock
This
prospectus supplement should be read in conjunction with the prospectus dated
August 11, 2008, (the “Prospectus”), which is to be delivered with this
prospectus supplement. This prospectus supplement updates the information in
the
Prospectus. If there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the information
in
this prospectus supplement.
The
shares that are the subject of the Prospectus have been registered to permit
their resale to the public by the selling stockholders named in the Prospectus.
We are not selling any shares of common stock in this offering, and therefore
will not receive any proceeds from this offering, other than the exercise price,
if any, to be received upon exercise of the warrants referred to in the
Prospectus.
This
prospectus supplement includes the following documents, as filed by us with
the
Securities and Exchange Commission:
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w
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Our
Current Report on Form 8-K filed on October 10,
2008.
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Investing
in our common stock involves a high degree of risk. Before making any investment
in our common stock, you should read and carefully consider the risks described
in the Prospectus under “Risk Factors” beginning on page 3 of the Prospectus, as
updated by this prospectus supplement.
You
should rely only on the information contained in the Prospectus, this prospectus
supplement or any other prospectus supplement or amendment thereto. We have
not
authorized anyone to provide you with different information.
Our
common stock is quoted on the regulated quotation service of the OTC Bulletin
Board under the symbol “PPBV.OB”.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of the Prospectus or this prospectus supplement. Any representation
to
the contrary is a criminal offense.
The
date
of this prospectus supplement is October 10, 2008
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): October 10, 2008
PURPLE
BEVERAGE COMPANY, INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-52450
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01-0670370
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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450
East Las Olas Blvd, Suite 830
Fort
Lauderdale, Florida
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33301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(954)
462-8757
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
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Entry
into a Material Definitive
Agreement.
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As
previously disclosed on Form 8-K filed on October 6, 2008, with the Securities
and Exchange Commission (the “SEC”), Purple Beverage Company, Inc. (the
“Company”) sought, and as of October 10, 2008, obtained the requisite approvals
to amend the terms of its subscription agreement (the “Subscription Agreement”)
effective December 12, 2007 between the Company and the holders named therein
(the “Holders”), and the terms of the common stock purchase warrant (the “2007
Warrant”) that entitled the Holders to purchase a certain number of the
Company’s common stock at an exercise price of $2.00 per share. In addition, as
discussed in Item 2.03 below, on October 10, 2008, the Company issued an
unsecured convertible promissory note (the “Convertible Promissory Note”)
to an existing lender who cancelled his existing promissory notes and
advanced additional funds to the Company.
As
a
result of the amendments to the Subscription Agreement and 2007 Warrant, the
effective purchase price of all shares purchased by the Company’s December 2007
and later investors was adjusted to $0.10 per share through the issuance of
new
shares. The exercise price of the Company’s warrants was adjusted to $0.10. In
addition, as a result of the amendment to the Subscription Agreement and 2007
Warrant (the “Amendments”): (i) there are no further restrictions on filing any
registration statement by the Company and Section 9(p) of the Subscription
Agreement is deemed to be intentionally deleted; (ii) all contractual lockups
on
sales of the Company's shares are removed; and (iii) all most favored
nations and price protection features applicable to the Company's shares
and warrants (including, without limitation, those set forth in Section 12
of
the Subscription Agreement) are waived in connection with the issuance of the
Convertible Promissory Notes. In addition, the Company obtained written consent
and/or verbal representations that the Holders had agreed that (x) each
Holder consented to the assignment of the 2007 Warrants, the underlying shares
of common stock that have been registered for resale with the SEC, and all
other
transactions, amendments, modifications and waivers to the Subscription
Agreement and 2007 Warrants contemplated by the Amendments, provided the
exercise price of such 2007 Warrants is determined by negotiation by the Company
and the Holder of such 2007 Warrants; and (y) all provisions of Amendment No.
2
to the Subscription Agreement and 2007 Warrant (“Amendment No. 2”) or the
assignment which made reference to a specific exercise price for 2007 Warrants
was amended to delete any such reference, and approvals therein do not require
a
specific exercise price of 2007 Warrants following the Effective Date (as
defined in Amendment No. 2).
Accordingly,
after giving effect to the foregoing amendments, the Company is obligated to
issue 47,256,561
shares
of
common stock and after giving effect of such issuance, the Company’s outstanding
common stock will increase to 119,591,254 shares.
Additional
terms are set forth in the Company’s Current Report on Form 8-K dated October 6,
2008 filed with the SEC, which are incorporated herein by
reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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On
October 10, 2008 (the “Issuance Date”) an existing lender of the Company
cancelled promissory notes evidencing an aggregate principal amount of $500,000
of the Company’s indebtedness and funded an additional $140,000, to the Company.
In addition, on the Issuance Date, an existing lender of the Company funded
an
additional $80,000 to the Company. In connection with the foregoing, the
Company issued the Convertible Promissory Note in the principal amount of
$640,000.
As
previously disclosed on Form 8-K filed with the SEC on October 6, 2008, the
Convertible Promissory Note matures on October 10, 2009 and bears annual
interest at 5%. Any overdue principal and interest on the Convertible Promissory
Note will be payable on demand and will bear interest at a rate equal to the
greater of 10% or the highest rate permitted by law. At the option of the
holder, upon prior notice to the Company, the holder of the Convertible
Promissory Note may convert the outstanding principal balance of such note
plus
accrued interest thereon at a conversion price of $0.05 per share.
By
Board
of Director resolution dated October 6, 2008, the Company is precluded from
issuing to any person any shares of capital stock upon the conversion of
the Convertible Promissory Note or in connection with any
anti-dilution adjustments unless and until such issuance, together with all
other holdings, shall not cause such person to hold beneficially in excess
of
9.99% of the then issued and outstanding shares of common stock of the Company.
A similar provision is included in the Convertible Promissory Note which limits
the issuance of the conversion shares.
The
foregoing is not a complete summary of the terms of the material agreements
described in this Item 2.03, and reference is made to the complete text of
all
material agreements described in Item 9.01
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Form of Final
Letter
Amendment to Subscription Agreement and to Common Stock Purchase Warrant
to Purchase Shares of Purple Beverage Company, Inc.
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10.2
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$640,000 Convertible
Promissory Note to Barry Honig, dated October 10,
2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Purple
Beverage Company, Inc.
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Dated:
October 10, 2008
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By:
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/s/
Theodore Farnsworth
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Name:
Theodore
Farnsworth
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Title:
Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.1
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Form of Final
Letter
Amendment to Subscription Agreement and to Common Stock Purchase Warrant
to Purchase Shares of Purple Beverage Company, Inc.
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10.2
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$640,000 Convertible
Promissory Note to Barry Honig, dated October 10,
2008.
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FORM
OF FINAL LETTER AMENDMENT
I
am
writing to express my sincere appreciation for your continued support of Purple
Beverage and a brief update of our business. As part of this update I am also
expressing a desire to further restructure your investment in order to permit
us
to pursue additional financing. The past several months have been a challenging
time for Purple. With 4,000 stores carrying Purple we are rapidly building
brand
identity and a loyal following. We also continue to receive strong interest
from
new distributors who could open vast new markets. However, during these
challenging economic times we have found ourselves shut out from the capital
markets. We have been unable to secure the capital needed for growth from
traditional sources. In order to maintain our operations even at present levels
we have received capital in the form of short term bridge loans. Recently,
we
restructured our registered December 2007 warrants reducing the exercise price
to $0.40 from $2.00 and issuing restricted common stock in exchange for warrants
at no cost to you as part of a package associated with approximately $1,000,000
of bridge loans over the past several months and streamlined operations to
conserve cash.
We
have
been offered an opportunity to receive additional bridge loans and are offering
an opportunity to our existing investors to participate. We believe that with
additional funds to sustain operations through year-end, we may be able to
secure a placement agent for a larger offering, although there is no assurance
this will occur. With approval of certain revisions to our December 2007
Subscription Agreement, as amended, and related documents to provide us needed
flexibility, we will release investors from all lockups that presently restrict
sales. Unfortunately, certain restrictive terms of our December 2007
Subscription Agreements has impeded our ability to raise capital.
Under
the
arrangements being discussed, you will be free from any further contractual
lockup restrictions to sell your shares. The sale of your shares will still
be
subject to federal and state securities laws.
The
company intends to register all original shares issued pursuant to the December
2007 Subscription Agreement in a registration statement on Form S-1 and will
file the registration statement promptly upon receipt of this
consent.
Your
consent will also permit us to restructure various bridge loans for lenders
who
assisted us and continue to assist us with new funding, in which you are also
invited to participate, as follows:
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·
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All
new lenders who make new funds available will be issued unsecured
convertible notes with a term of one-year convertible at the option
of the
holder upon prior written notice to the company at any time after
the
issuance date at a conversion price of $0.05 per
share;
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·
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Existing
bridge lenders who provide any new funds will receive one-year convertible
notes, on the same terms and conditions referenced above, evidencing
the
new amount funded and the outstanding principal amount of their existing
notes and their existing notes on the issuance date will be canceled;
and
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·
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We
will adjust the effective purchase price of all of our December 2007
and
later investors to $0.10 per share by issuing new shares and adjusting
the
exercise price of our warrants provided our December 2007 subscribers
consent to the actions described below, which shall also constitute
Exempted Issuances and amendments under the December 2007 Subscription
Agreements:
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1.
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There
shall be no further restrictions on filing any registration statement
by
the company and Section 9(p) of the December 2007 Subscription Agreement
will be deemed to be intentionally
deleted;
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2.
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All
contractual lockups on sales of our shares will be removed;
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3.
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All
most favored nations and price protection features applicable to
shares
and warrants (including, without limitation, those set forth in Section
12
of the December 2007 Subscription Agreement) will be waived in connection
with the issuance of the convertible promissory notes;
and
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4.
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The
undersigned holder (in each of the holder’s capacity
as subscriber and as a holder of 2007 Warrants for the purposes
of such consent inasmuch as the separate consent is required for
each of
such purposes) hereby consents to the assignment of 2007
Warrants, the 2007 underlying shares of common stock of which have
been
registered for resale with the Securities and Exchange Commission,
and all other transactions, amendments, modifications and waivers
to
the Subscription Agreement and 2007 Warrants as contemplated herein,
provided the exercise price of such 2007 Warrants shall be the price
determined by negotiation by the Company and any holder or assignee
thereof. All provisions of the Amendment No. 2 to the Subscription
Agreement and 2007 Warrant (the “
Prior
Consent
”)
or the assignment which made reference to a specific exercise price
for
2007 Warrants is hereby amended for the purpose of deleting any such
reference and the approvals therein shall not require a specific
exercise
price of 2007 Warrants following the Effective Date (as defined in
the
Prior Consent).
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If
you
are agreeable to the foregoing please indicate by signing in the space provided
below. If you would like to participate in the new $0.05 unsecured convertible
notes please contact me to obtain a subscription agreement on or before
Wednesday , October 7, 2008.
Ted
Farnsworth
_________________________
Name:
Date:
____________________
THIS
NOTE
AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
PURPLE
BEVERAGE COMPANY
CONVERTIBLE
PROMISSORY NOTE
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October
10, 2008
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$640,000.00
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FOR
VALUE
RECEIVED, Purple Beverage Company, a Nevada corporation (the “
Company
”),
promises to pay to the order of Barry Honig, or his permitted assigns,
transferees and successors as provided herein (the “
Holder
”),
or as
the Holder may direct, at 551 Fifth Avenue, Suite 1601, New York, New York
10176,
or
at
such other location as the Holder may designate, Six Hundred and Forty Thousand
Dollars ($640,000.00) plus simple interest on such principal amount from the
date of this Convertible Promissory Note (the “
Note
”)
at an
annual interest rate equal to five percent (5%).
Interest
will be computed on the basis of a year of 365 days for the actual number of
days elapsed from the date of this Note. The number of days used to compute
the
interest will include the first day but exclude the last day during which any
principal is outstanding.
ARTICLE
I.
THE
NOTE
This
Note
is issued by the Company on October 10, 2008 (the “
Issuance
Date
”).
On
September 5, 2008, the Company issued to the Holder a promissory note in the
amount of $250,000.00 (the “
First
Honig Note
”).
On
September 12, 2008, the Company issued to the Holder a promissory note in the
amount of $500,000.00 (the
Second
Honig Note
”,
and
collectively with the First Honig Note, the “
Original
Honig Notes
”).
Prior
to the date hereof, the Holder had only advanced to the Company $250,000.00
under the Second Honig Note. Upon the issuance of this Note, on the Issuance
Date, the Original Honig Notes shall be canceled and the Holder shall fund
an
additional $140,000.00 to the Company.
ARTICLE
II.
PRINCIPAL
AND INTEREST PAYMENTS.
Section
2.01
The
entire principal amount of this Note together with accrued and unpaid interest
thereon will be due and payable on October 10, 2009 (the “
Repayment
Date
”)unless
this Note has been previously converted in accordance with Article III.
Section
2.02
The
principal and interest on this Note will be payable in the lawful currency
of
the United States of America by wire transfer of immediately available funds
and
without set-off or counterclaim, free and clear of and without deduction for
any
present or future taxes, restrictions or conditions of any nature.
Section
2.03
All
payments under this Note prior to demand or acceleration will be applied first,
to any and all costs, expenses or charges then owed by the Company to the
Holder, second, to accrued and unpaid interest, and third, to the unpaid
principal balance. All payments so received after demand or acceleration will
be
applied in such manner as the Holder may determine in its sole and absolute
discretion.
Section
2.04
Whenever
any payment on this Note is stated to be due on a day which is not a business
day, the payment will be made on the next succeeding business day and the
extension of time will be included in the computation of the payment of interest
of this Note.
Section
2.05
Overdue
principal and interest will bear interest at a rate equal to the greater of
(i)
ten percent (10%) or (ii) the highest rate permitted by applicable law. Overdue
principal and interest will be payable on demand.
Section
2.06
This
Note
may not be prepaid at any time.
ARTICLE
III.
CONVERSION
Section
3.01
At
any
time prior to the Repayment Date, upon prior written notice by the Holder to
the
Company, at the option of the Holder, the outstanding principal and interest
due
hereunder, may be converted into shares of the Company’s capital stock. The
number of shares of the Company’s capital stock (calculated to the nearest whole
share) to which Holder shall be entitled upon such conversion shall be equal
to
such number determined by dividing (x) the outstanding principal amount and
unpaid accrued interest thereon to be converted by (y) $0.05 per share. The
shares of the Company’s capital stock issuable upon conversion of this Note
pursuant to this Section 3.01 are hereinafter referred to as “
Conversion
Shares
”.
Section
3.02
In
the
event of conversion, the Holder will surrender this Note for conversion at
the
principal office of the Company. The Holder agrees to execute all necessary
documents in connection with the conversion of this Note.
Section
3.03
The
Company covenants and agrees that it will at all times have authorized and
reserved, solely for the purpose of such possible conversion, out of its
authorized but unissued shares, a sufficient number of shares to provide for
the
exercise in full of the conversion rights contained in this Note.
Section
3.04
This
Note
will be automatically canceled upon conversion. As soon as practicable after
conversion of this Note, the Company at its expense will issue in the name
of
and deliver to the Holder a certificate or certificates for the Conversion
Shares (bearing such legends as may be required by applicable state and federal
securities laws in the opinion of legal counsel for the Company).
Section
3.05
Following
conversion of the Note, in the event that the Company files a registration
statement registering shares of the Company common stock on a form appropriate
for the resale of shares by stockholders, the Holder shall have the right to
have the Conversion Shares included in such registration statement, to the
extent such shares are not already freely tradable.
ARTICLE
IV.
DEFAULT;
ACCELERATION
The
occurrence of any one or more of the following events with respect to the
Company constitutes an event of default hereunder (“
Event
of Default
”):
Section
4.01
The
Company fails to pay: (a) the principal of this Note or the accrued interest
thereon when due; or (b) the principal or the accrued interest on any other
obligation of the Company to the Holder when due.
Section
4.02
The
Company breaches, in any materially respect, any covenant, representation or
warranty in this Note or the term of any other existing instrument or agreement
between the Company and the Holder.
Section
4.03
The
Company (a) voluntarily becomes subject to any proceeding under the Bankruptcy
Code or any similar remedy under state statutory or common law, or (b) admits
in
writing its inability to pay debts generally as they become due.
Section
4.04
Within
60
days after the commencement of proceedings against the Company seeking any
bankruptcy, insolvency, liquidation, dissolution or similar relief under any
present or future statute, law or regulation (a) such action has not been
dismissed or all orders or proceedings thereunder affecting the operations
or
the business of the Company stayed, or (b) the stay of any such order or
proceedings has been set aside, or, within 60 days after the appointment without
the consent or acquiescence of the Company of any trustee, receiver or
liquidator of the Company or of all or any substantial part of the properties
of
the Company, the appointment has not been vacated.
Section
4.05
Any
litigation is commenced against the Company by a person other than Holder,
any
of its affiliates, or any person acting in concert with them, if: (a) the
damages sought are in excess of $25,000.
Section
4.06
The
Company defaults under any instrument or agreement between the Company and
any
third party evidencing indebtedness of the Company in excess of
$250,000.
Upon
the
occurrence of an Event of Default under this Note, the entire unpaid principal
balance of this Note, together with all accrued interest thereon, shall become
immediately due and payable regardless of any prior forbearance and without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Company. The Holder may exercise any and all
rights and remedies available to the Holder under applicable law, including,
without limitation, the right to collect from the Company all amounts due under
this Note.
ARTICLE
V.
MISCELLANEOUS
Section
5.01
The
Holder shall not be entitled to convert this Note, in connection with that
number of shares of the Company's common stock which would be in
excess of the sum of (i) the number of shares of common stock
beneficially owned by the Holder and its affiliates on the
conversion date, and (ii) the number of shares of common stock
issuable upon the conversion of this Note with respect to which the
determination of this limitation is being made on a conversion date, which
would result in beneficial ownership by the Holder and its affiliates of mote
than 9.99% of the Company's outstanding shares
of common stock on such date. For the purposes of the immediately
preceding sentence, beneficial ownership shall be determined in accordance
with
Section 13(d) of the Securities Exchange Act of 1934, as amended and
Rule 13d-3 thereunder.
Section
5.02
The
Company waives diligence, presentment, protest, demand and notice of protest,
demand, dishonor and nonpayment of this Note, and expressly agrees that this
Note, and any payment under it, may be extended by the Holder from time to
time
without in any way affecting the liability of the Company.
Section
5.03
Any
term
of this Note may be amended or waived only with the written consent of the
Company and the Holder;
provided
,
however
,
that,
in no event shall the principal amount of this Note be amended without the
written consent of the Holder of this Note. By acceptance hereof, the Holder
acknowledges that in the event consent is obtained pursuant to the foregoing
sentence, any term of this Note (other than the principal amount thereof) may
be
amended or waived with or without the consent of the Holder. Any amendment
or
waiver effected in accordance with this Section 5.03 shall be binding upon
the
Company, the Holder and each transferee of this Note.
Section
5.04
All
rights and obligations of the Company and the Holder shall be binding upon
and
benefit the successors, assigns, heirs and administrators of the parties. As
used in this Note, the Company includes any corporation, partnership, limited
liability company or other entity that succeeds to or assumes the obligations
of
the Company under this Note. “Holder” means any person who is at the time the
registered holder of this Note.
Section
5.05
The
Company agrees to reimburse the Holder for all attorneys’ fees and expenses
incurred by the Holder in connection with the collection and enforcement of
this
Note.
Section
5.06
The
rights and remedies of the Holder under this Note and as may otherwise be
available at law or in equity are cumulative and concurrent and at the sole
discretion of the Holder may be pursued singly, successively or together and
exercised as often as the Holder desires.
Section
5.07
This
Note
will be governed and construed in accordance with the laws of the State of
New
York, excluding its choice of law or conflicts of law principles.
Section
5.08
Any
notice required or permitted hereunder shall be given in writing and shall
be
conclusively deemed effectively given upon personal delivery or delivery by
courier, or five days after deposit in the United States mail, by registered
or
certified mail, postage prepaid, addressed (a) if to the Company, at 450 East
Las Olas Boulevard, Suite 830, Fort Lauderdale, Florida 33301, and (b) if to
the
Holder, at the Holder’s address as set forth above, or at such other address as
the Company or the Holder may designate by at least 10 days’ advance written
notice to the other party hereto.
Section
5.09
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note and, in the case of loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of mutilation, upon surrender and cancellation of this
Note, the Company, at its expense, will make and deliver a new Note, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated Note.
Section
5.10
If
one or
more provisions of this Note are held unenforceable under applicable law, the
unenforceable provision will be excluded from this Note and the balance of
this
Note will be interpreted as if such provision were so excluded and will be
enforceable in accordance with its terms. The parties to this Note agree to
replace any void or unenforceable provision of this Note with a valid and
enforceable provision that will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provision.
IN
WITNESS WHEREOF, the Company has executed this Note by its duly authorized
officer as of the date and year first written above.
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PURPLE
BEVERAGE
COMPANY, INC.
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By:
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/s/
Theodore Farnsworth
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Name:
Theodore
Farnsworth
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Title:
Chief
Executive Officer
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Purple Beverage (CE) (USOTC:PPBV)
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