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): May 18, 2007
VASO ACTIVE PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-31924 02-0670926
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
99 Rosewood Drive, Suite 260, Danvers, MA 01923
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (978) 750-1991
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 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-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT OBLIGATION OR
AND OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
On August 16, 2005, Vaso Active Pharmaceuticals, Inc. (the "Company")
sold $2,500,000 in aggregate principal amount of Senior Secured Convertible
Notes due May 1, 2007 (the "Notes") to independent institutional investors. As
previously reported, on May 1, 2007, the Company failed to pay the principal
amount outstanding under the Notes. Portside Growth and Opportunity Fund,
("Portside"), as successor in interest to one of the original independent
institutional investors, Omicron Master Trust, holds a Senior Secured
Convertible Note (the "Portside Note") in the outstanding principal amount of
$341,616.66 (the "Principal Amount").
On May 18, 2007, the Company received written notice (the "Notice")
from Portside that an Event of Default had occurred under the Portside Note and
that Portside had elected to require the Company to redeem the Portside Note at
the Event Price, as defined in the Portside Note. The Event Price is equal to
115% of the outstanding principal and interest (or, if greater, 115% of the
value of shares that such holder could receive upon conversion of the Portside
Note, based on a five day trading average price). In addition, the default rate
of interest on any unpaid amounts is 18%. The applicable Event Price as of May
18, 2007 was $396,394.89.
To date, the Company has not received similar default notices from the
other purchasers of the Notes or from Iroquois Master Fund, L.P. ("Iroquois"), a
holder and collateral agent for other the purchasers of the Notes. As previously
disclosed, the Company has been in discussions with representatives of Iroquois
regarding the terms of a possible restructuring of these obligations, but no
agreements have been reached.
FORWARD-LOOKING STATEMENT
Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on current expectations, management's
beliefs and certain assumptions made by management. Readers are cautioned that
any such forward-looking statements are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Because such statements involve
risks and uncertainties, the actual ability of the Company to meet its debt
obligations may differ materially from the results expressed or implied by such
forward-looking statements. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements. Unless otherwise
required by law, the Company also disclaims any obligation to update its view of
any such risks or uncertainties or to announce publicly the result of any
revisions to the forward-looking statements made here; however, readers should
review carefully reports of documents the Company files periodically with the
SEC.
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 thereunto duly authorized.
Vaso Active Pharmaceuticals, Inc.
By: /s/ Joseph Frattaroli
---------------------------------
Joseph Frattaroli
Acting Chief Executive Officer,
President and Chief Financial
Officer
Dated: May 24, 2007