Current Report Filing (8-k)
March 29 2016 - 6:11AM
Edgar (US Regulatory)
UNITED
STATE
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):
March 22, 2016
THE
PULSE BEVERAGE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
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000-53586
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36-4691531
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(State or other jurisdiction
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(Commission File No.)
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(IRS Employer
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of incorporation)
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Identification No.)
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11678
N Huron Street
Northglenn, CO 80234
(Address of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code:
(720) 382-5476
N/A
(Former name or former address if changed since last report)
Check
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1
SECTION 1
–
REGISTRANT’S BUSINESS AND
OPERATIONS
Item 1.01 Entry
into a Material Definitive Agreement
On
November 6, 2015, The Pulse Beverage Corporation (the “Company”), and its
wholly-owned subsidiary, Natural Cabana SA de CV as Guarantor, and TCA Global
Credit Master Fund, LP (the “Lender”) entered into a Senior Secured Revolving
Credit Facility Agreement and Senior Revolving Convertible Promissory Note effective
November 6, 2015 (the “Credit Facility”). Under the terms of the Credit Facility,
the Lender has committed to lend a total of $3,500,000 to the Company. Any
drawdown of this Credit Facility bears interest at a rate of twelve percent
(12%) per annum and matures twelve months following the date of each loan. The
Company received the initial tranche of $650,000 on November 6, 2015 and
received the second tranche of $250,000 on December 23, 2015. The Credit
Facility is secured by a senior secured interest in all of the Company's
assets. In connection with the Credit Facility, the Company also issued
3,000,000 shares of restricted common stock to the Lender. The Company has the
right to purchase these shares by paying $150,000 to the Lender on or before
May 6, 2016.
On March 22, 2016, the Company
entered into Amendment No. 1 to Senior Secured Revolving Credit Facility
Agreement whereby the Company was approved for an additional $1,000,000 loan
under the Credit Facility having the same terms as the initial $900,000 loan. The
Amended and Restated Senior Secured Revolving Convertible Promissory Note
matures November 6, 2016 unless extended by the Lender. The Company received
$455,860, net of $44,140 of closing costs, on March 22, 2016 and will receive a
further $250,000 once the Company collects an account receivable from its
Mexico distributor. A further $250,000 will be received once the Company has
met certain other performance criteria. In connection with this
additional loan, the Company agreed to issue 10,558,069 shares of its restricted
common stock to the Lender as an Advisory Fee. Notwithstanding the above, the
Lender is restricted from receiving these shares to the extent that, after
giving effect to the receipt of the shares, the Lender would beneficially own
more than 4.99% of the Company’s common stock. Any shares not issued as a
result of this limitation will be issued at a later date, and from time to
time, when the issuance of these will not result in the Lender beneficially
owning more than 4.99% of the Company’s common stock. The Company has the
right to purchase these shares by paying $350,000 to the Lender on or before
September 22, 2016.
The
Lender has the right, in the Event of Default, to convert any outstanding
amounts under the Note into restricted shares of the Company’s common stock based
on 85% of the weighted value average price of the Company’s common shares over
the prior 5 trading days prior to conversion. However, the Lender may not
convert any portion of the Note to the extent that after giving effect to the
shares which would be received on conversion, the Lender would beneficially own
more than 4.99% of the Company’s common stock.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
See
discussion in Item 1.01.
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Item 9.01 Financial
Statements and Exhibits
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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 hereunto
duly authorized.
Date:
March 28, 2016
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THE
PULSE BEVERAGE CORPORATION
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By:
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/s/
Robert E. Yates
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Robert
E. Yates, Chief Executive Officer
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