Converted Organics 8-K 2012
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
CONVERTED ORGANICS INC.
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)
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed on January 3, 2012, Converted Organics ("the Company") entered into an agreement with an institutional investor whereby the Company agreed to sell to the investor twelve senior secured convertible notes (the "January Notes"). The initial January Note was issued on January 3, 2012 in an original principal amount of $247,500. The remaining eleven January Notes will each have an original principal amount of up to $237,600. Each January Note matures eight months after issuance. The total face value of the twelve notes under this agreement will be $2,861,100, assuming each note is sold for the full face value, to the investor, of which there is no assurance. The January Notes are convertible into shares of our common stock at a conversion price equal to 80% of lowest bid price of our common stock on the date of conversion. Also, as previously reported on March 12, 2012, the Company entered into an agreement with two investors, pursuant to which the Company agreed to effect an additional closing under the January 12, 2012 convertible note in which the Company issued the buyers new notes having an aggregate original principal amount of $550,000. As of July 19, 2012, the total principal outstanding on these notes was $1,890,160.
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.