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 12, 2009
PATIENT PORTAL TECHNOLOGIES, INC.
(Exact Name of Registrant As Specified In Its Charter)
| DELAWARE | 333-107826 | 02-0656132 |
| (State of Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
8276 Willett Parkway, Baldwinsville, NY | 13027 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (315) 638-6708
DISCLOSURE FOR FORM 8-K
Section 8 – Other Events
Item 8.01 Other Events. On March 11, 2009, the Company agreed upon a term sheet, subject to definitive documentation, to restructure all of its approximately $7,000,000 of convertible debt owing to Dutchess Private Equity Fund Ltd., retire all of the Dutchess outstanding warrants currently exercisable into up to 22,086,826 shares of common stock) and release Dutchess’s lien in the Company’s assets.
In return for restructuring its convertible debt, retiring its warrants and releasing its collateral Dutchess will receive up to $500,000 of cash at closing, be issued $7.5 million of convertible Preferred Stock and 4% of the Company’s outstanding common stock. The Preferred Stock will have an annual 8% dividend, payable in additional shares of Preferred Stock, and will be convertible at Dutchess’ option into 35% of the Company’s common stock. The Company will have the right to redeem up $1 million of the Preferred Stock prior to conversion. The Company hopes to close the transaction within the next few weeks.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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.
| DATED: March 12, 2009 | PATIENT PORTAL TECHNOLOGIES, INC. |
| | | |
| | By: | /s/ Kevin Kelly |
| | | Kevin Kelly |
| | | President |
