Current Report Filing (8-k)
August 06 2013 - 5:11PM
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): July 31, 2013
CONO
ITALIANO, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-51388 |
|
84-1665042 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
10
Main Street
Keyport,
NJ 07735
(Address
of principal executive offices)
(877)
330-2666
Registrant’s
telephone number, including area code
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:
[ ] 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))
Item
1.01 Entry into a Material Definitive Agreement.
Investment
Agreement
Effective
July 31, 2013, Cono Italiano, Inc. (the
“Company”) entered into an Investment Agreement (the “Investment Agreement”) with KVM Capital Partners
(“KVM”), whereby the parties also agreed to enter into a registration rights agreement (the “Registration Rights
Agreement”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing on the
trading day immediately following date of effectiveness of the Registration Statement (as defined below), KVM shall commit to
purchase up to $1,200,000 of the Company’s common stock, par value $0.001 per share (the
“Shares”), pursuant to Puts (as defined below), covering the Registrable Securities (as defined below). The purchase
price of the Shares under the Investment Agreement is equal to a twenty-two and one half (22.5%) percent discount to the average
of the three lowest closing bids as calculated using the average of the three lowest closing bids during the last seven
trading days after the Company delivers to KVM a Put notice in writing requiring KVM to purchase shares
of the Company, subject to the terms of the Investment Agreement.
The
“Registrable Securities” include (i) the Shares and
(ii) any shares of capital stock issued or issuable with respect to the Shares, if any, as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration Statement
that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule
144 (or any similar provision then in force) under the Securities Act of 1933, as amended.
As
further consideration for KVM entering into and structuring the Investment Agreement, the Company shall pay to KVM a facility
fee by issuing to KVM 1,000,000 shares
of the Company’s common stock.
Registration
Rights Agreement
Effective
July 31, 2013, the Company entered into
the Registration Rights Agreement with KVM. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated
to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the
“SEC’) to cover the Registrable Securities within twenty-one (21) days of closing. The Company must use its commercially
reasonable efforts to cause the Registration Statement to be declared effective by the SEC. In the event that the Registration
Statement is not declared effective by the SEC within 180 days of the date of the Registration Rights Agreement, the Company
shall issue to KVM $25,000 of restricted shares of the Company’s Common Stock as calculated using the average of
the three lowest closing bids during the last seven trading days of the period ending 180 days
after the date of the Registration Rights Agreement.
The
foregoing descriptions of the Investment Agreement and Registration Rights Agreement do not purport to be complete and are subject
to, and qualified in their entirety, by the full text of the documents themselves, copies of which are attached hereto as Exhibit
10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
Item
1.01 above is hereby incorporated by reference.
In
addition, the Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended,
for the private placement of our securities under the Investment Agreement pursuant to Section 4(2) of the Act and/or Rule 506
of Regulation D promulgated thereunder. The transaction does not involve a public offering, KVM is an “accredited investor”
and/or qualified institutional buyer and KVM has access to information about us and its investment.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
|
|
|
10.1* |
|
Investment
Agreement by and between the Company and KVM, dated as of July 31, 2013 |
10.2* |
|
Registration
Rights Agreement by and between the Company and KVM, dated as of July 31, 2013 |
SIGNATURE
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.
|
CONO
ITALIANO, INC. |
|
|
|
Date:
August 6, 2013 |
By: |
/s/
Mitchell Brown |
|
Name: |
Mitchell Brown |
|
Title: |
Chief Executive Officer |