UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 9, 2013 (April 3, 2013)
MISTER GOODY, INC.
(Exact name of registrant as specified in its charter)
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Florida | 000-54517 | 27-5414480 |
(State or other jurisdiction of incorporation or | (Commission File Number) | (IRS Employer Identification No.) |
organization) |
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7877 Emerald Winds Circle
Boynton Beach, Florida | | 33473 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 561-396-0554
Not Applicable
(Former name or former address, if changed since the last report)
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 communication 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-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01
Entry into a Material Definitive Agreement
On April 3, 2013, the registrant entered into a convertible loan agreement and promissory note with Snack Um, LLC, a Florida limited liability company. The note is due on April 3, 2016, but it may be called by the holder upon four months written notice to the registrant at any time after April 3, 2015. The note can be repaid by the registrant at any time with no prepayment penalty upon 14 days written notice. The note provides the holder with 8% interest per annum and the ability to convert part or the entire note into shares of the registrant’s common stock at a fixed price of $0.10 per share. The convertible loan agreement and promissory note is attached asExhibit 10.1.
On April 9, 2013, the registrant repaid the $10,400 Arberman Promissory Note dated March 22, 2013, the $10,000 Vogel Promissory Note dated March 22, 2013, the $10,000 Sager Promissory Note dated November 26, 2012 and the $10,000 Arberman Promissory Note dated November 26, 2012, attached asExhibits 10.2, 10.3, 10.4 and 10.5
Item 2.01
Completion of Acquisition or Disposition of Assets
On April 9, 2013, the registrant acquired an additional 25.33% of the Preferred Ownership Interests of its partially owned subsidiary The Naked Edge, LLC by exercising rights granted under the LLC Interest Purchase Agreement dated August 24, 2012, attached asExhibit 2.1. As a result of this acquisition, the registrant now owns 50% of the Common Ownership Interests and 33.33% of the Preferred Ownership Interests of The Naked Edge, LLC, providing for 50% of the voting rights and 40% of the economic rights.
Item 7.01
Regulation FD Disclosure
On April 9, 2013, the registrant issued a press release announcing the Snack Um, LLC financing. A copy of the press release is furnished herewith as exhibit 99.1
On April 9, 2013, the registrant issued a press release announcing the acquisition of Preferred Ownership Interests in its partially owned subsidiary The Naked Edge, LLC. A copy of the press release is furnished herewith as exhibit 99.2
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
Document Description
2.1
LLC Interest Purchase Agreement (incorporated by reference to the Company’s Form 8-K filed on August 27, 2012)
10.1
Convertible Loan Agreement and Promissory Note dated April 3, 2013
10.2
Arberman Promissory Note dated March 22, 2013
10.3
Vogel Promissory Note dated March 22, 2013
10.4
Sager Promissory Note dated November 26, 2012
10.5
Arberman Promissory Note dated November 26, 2012
99.1
Snack Um, LLC Press Release dated April 9, 2013
99.2
The Naked Edge, LLC Preferred Ownership Interest Press Release dated April 9, 2013
SIGNATURE
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: April 9, 2013
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| MISTER GOODY, INC. |
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| By: | /s/ Joel Arberman |
| Joel Arberman |
| President, Chief Executive Officer, |
| Chief Financial Officer, Treasurer and Director |
