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): August 12, 2008
Adrenalina
(Name of Small Business Issuer in its Charter)
| Nevada | 000-52675 | 20-8837626 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 20855 NE 16 Ave., Suite #C-16 |
| Miami, Florida 33179 |
| (Address of principal executive offices) |
| 305-770-4488 |
| (Issuer's telephone number) |
| |
| (Former name or former address, if changed since last report) |
Copies to:
Marc J. Ross, Esq.
Louis A. Brilleman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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 Sales of Equity Securities
On August 12, 2008 Adrenalina (the “Company”) entered into a consent and waiver agreement (the “Agreement”) with the two investors (the “Investors”) that participated in a financing transaction completed on December 3, 2007 (the “Financing”). As part of the Financing, the Company entered into a registration rights agreement with the Investors that requires the Company to register all of the shares issuable upon conversion of the debentures and exercise of the warrants issued in the Financing. Since the Company failed to cause the registration statement to be declared effective within 180 days after the closing date, it became subject to liquidated damages.
Under the terms of the Agreement, the Investors waived any (i) cash payments due as liquidated damages and (ii) default on the part of the Company as a result of the non-effectiveness of the registration statement on a timely basis in consideration for the issuance to them of an aggregate of 148,254 shares of our restricted common stock.
All securities were issued pursuant to an exemption from registration in reliance on Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and based on the investors’ representations that they are “accredited” as defined in Rule 501 under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
None.
| 10.1 | Consent and Waiver Agreement dated as of August 12, 2008. |
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.
| | | |
| | Adrenalina |
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| Date: August 14, 2008 | By: | /s/ Jeffrey Geller |
| |
Jeffrey Geller |
| | President and Chief Operating Officer |
