UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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 30, 2007
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employee Identification
No.)
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3317
Third Avenue South
Seattle,
Washington 98134
(Address
of Principal Executive Offices) (Zip Code)
(206)
838-4670
(Registrant’s
Telephone Number)
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 (see General Instruction A.2. below):
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))
Item
3.02 Unregistered Sale of Equity Securities
As
disclosed in a Current Report on Form 8-K filed by Organic To Go Food
Corporation (the “Company”) on October 24, 2007, which disclosures are
incorporated by reference herein, the Company entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”), dated as of October 12, 2007,
with select accredited investors (the “Investors”) related to the sale of common
stock, par value $.001 per share (the “Common Stock”) of the Company and
warrants to purchase shares of Common Stock (the “Warrants”). The Company closed
the first stage of the private placement (the “Private Placement”) on October
12, 2007, and issued an aggregate of 2,443,001 shares of Common Stock and
Warrants to purchase an aggregate of 1,099,349 shares of Common Stock. The
Company received approximately $4.28 million in gross proceeds in connection
with the first stage of the Private Placement.
On
October 30, 2007, the Company closed the second and final stage of Private
Placement and issued an aggregate of 821,425 shares of Common Stock and Warrants
to purchase an aggregate of 369,641 shares of Common Stock. The Company received
approximately $1.44 million in gross proceeds in connection with the second
stage of the Private Placement. Each share of Common Stock was sold to the
Investors at $1.75 per share. The Warrants expire five (5) years from the date
of issue and may be exercised at $2.50 per share, subject to adjustment in
certain circumstances.
In
connection with the Private Placement, the Company paid to certain finders
an
aggregate cash commission equal to $140,000.
The
Private Placement was conducted pursuant to Section 4(2) of the Securities
Act
of 1933, as amended, and Rule 506 promulgated thereunder.
In
connection with the Private Placement, the Company entered into a Joinder to
each of the Securities Purchase Agreement and the Registration Rights Agreement,
dated October 30, 2007, with each Investor in the second stage of the Private
Placement, a copy of which is filed as Exhibit 10.1 to this Current Report
on
Form 8-K and is incorporated herein by reference.
Item
5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective
as of October 31, 2007, Paul Campbell resigned as the Chief Financial Officer
of
the Company for personal reasons. The Company is in the process of identifying
a
long term replacement to fill the position. In the interim, Jason Brown, the
Company’s Chief Executive Officer, will serve in the capacity as the Company’s
Chief Financial Officer.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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10.1
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Joinder
to each of the Securities Purchase Agreement and the Registration
Rights
Agreement, dated October 30, 2007.
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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.
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ORGANIC
TO GO FOOD CORPORATION
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Date:
November 5, 2007
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By:
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/s/
Jason Brown
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Jason
Brown
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Chief
Executive Officer
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Exhibit
Index
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10.1
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Joinder
to each of the Securities Purchase Agreement and the Registration
Rights
Agreement, dated October 30, 2007.
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