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): December 31, 2013
DNA BRANDS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-53086 26-0394476
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
506 N.W. 77th Street
Boca Raton, Florida, 33487
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (954) 978-8401
N/A
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(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)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
On May 3, 2013 the Company issued 150,000 shares of its Series C preferred
stock to Darren Marks, an officer and director of the Company, in settlement of
$100,000 owed by the Company to Mr. Marks; and issued 150,000 shares of its
Series C preferred stock to Mel Leiner, an officer and director of the Company,
in settlement of $100,000 owed by the Company to Mr. Leiner. Each Series C share
entitles the holder to 300 votes on all matters submitted to a vote of the
Company's shareholders.
During the second quarter of 2013, the Company sold $65,000 in convertible
notes. The notes bear interest at 12% per annum, which is payable in cash at the
time of maturity. The notes are convertible at any time prior to maturity into
216,667 shares of the Company's common stock. As further inducement, the Company
issued the note holders warrants to purchase 216,667 shares of the Company's
common stock. The warrants are exercisable at a price of $1.50 per share and
expire on February 28, 2017. As of December 31, 2013, two of the notes totaling
$35,000 in principal were converted into 316,667 shares of the Company's common
stock.
On September 17, 2013, the Company sold a convertible note in the amount
of $50,000. The note bears interest at 6% per annum, which is payable in shares
of the Company's common stock at the time of conversion or maturity. The note is
convertible at any time prior to maturity at a conversion price equal to 70% of
the lowest closing bid price of the Company's common stock on the four previous
trading days prior to the day of conversion, but not less than $0.0001.
The following shows the number of shares of the Company's common stock
sold and/or issued during the twelve-month period ended December 31, 2013:
Value of
Shares Issued Shares Issued
Common stock issued in exchange for services 20,681,061 $526,907
Common stock issued as employee compensation 1,800,000 56,000
Conversion of convertible notes into common stock 7,931,530 278,588
Common stock sold in private offerings 9,176,664 216,800
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Total 39,589,255 $1,078,295
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The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the sale or issuance of the shares
described above. The persons who acquired these shares were sophisticated
investors and were provided full information regarding the Company's business
and operations. There was no general solicitation in connection with the offer
or sale of these securities. The persons who acquired these shares acquired them
for their own accounts. The certificates representing these shares bear a
restricted legend providing that they cannot be sold except pursuant to an
effective registration statement or an exemption from registration. No
commission was paid to any person in connection with the sale or issuance of
these shares.
2
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: January 2, 2014
DNA BRANDS, INC.
By: /s/ Melvin Leiner
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Melvin Leiner, Principal
Financial and Accounting Officer