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) July 14, 2005
ON THE GO HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-61538 98-0231687
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 760-2987
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):
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On July 14, 2005, we entered into a convertible financing facility with Laurus
Master Fund, Ltd. for up to $5,500,000 The facility consists of (i) a
$500,000 Secured Convertible Note, (ii) a Secured Convertible Minimum
Borrowing Note, and (iii) and a Secured Revolving Note (collectively, the
"Notes"}. The Notes are secured by a security interest in substantially
all of our assets. The facility terminates on July 14, 2008.
Additionally, we issued to Laurus common stock purchase warrants to purchase
up to 1,420,000 shares of our common stock at a price of $1.11 per share.
The warrants expire on July 14, 2012.
The Secured Note matures on July 14, 2008 and is convertible into our common
stock, under certain conditions, at a price of $1.02. The Secured Note has
an interest rate equal to the Wall Street Journal prime rate plus 2%. The
interest rate will not be lower than 8% based on movements in the prime
rate, however the interest rate will be reduced if the price of our common
stock rises in accordance with certain benchmarks. Under the terms of the
Secured Note, we must make monthly payments plus accrued and unpaid interest
beginning August 1, 2005. Under certain conditions set forth in the Secured
Note, Laurus will be required to convert into shares of common stock all or
a portion of their monthly payment. In the event that all or a portion of
the monthly payment is paid in cash, then we must pay Laurus 103% of the
cash amount.
We may prepay the Secured Note by paying to Laurus a sum of money equal to
one hundred thirty percent of the Principal Amount outstanding at such time
together with accrued but unpaid interest thereon and any and all other
sums due, accrued or payable to Laurus under any portion of the facility.
Pursuant to a Registration Rights Agreement with Laurus, we agreed to file
a registration statement within thirty days of closing to cover the resale
of the shares of our common stock issuable upon conversion of the notes and
the warrants.
The Notes and warrants were offered and sold to Laurus in a private placement
transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
thereunder. Laurus is an accredited investor as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933.
The description of the transactions contained herein are qualified in their
entirety by reference to the Secured Convertible Term Note, Secured
Revolving Note, Secured Convertible Minimum Borrowing Note, Security and
Purchase Agreement, Master Security Agreement, Share Pledge Agreement,
Form of Common Stock Purchase Warrant, Canadian Subsidiary Guaranty,
Funds Escrow Agreement, Forbearance Agreement, Joinder Agreement, and
Registration Rights Agreement filed as Exhibits 4.1 - 4.12, respectively,
and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
4.1 Secured Convertible Term Note between On The Go Healthcare,
Inc. and Laurus Master Fund, Ltd., dated July 14, 2005.
4.2 Secured Revolving Note between On The Go Healthcare, Inc. and
Laurus Master Fund, Ltd., dated July 14, 2005.
4.3 Secured Convertible Minimum Borrowing Note between On The Go
Healthcare, Inc. and Laurus Master Fund, Ltd., dated July 14, 2005.
4.4 Security and Purchase Agreement between On The Go Healthcare, Inc.
and Laurus Master Fund, Ltd., dated July 14, 2005.
4.5 Master Security Agreement between On The Go Healthcare, Inc. and
Laurus Master Fund, Ltd., dated July 14, 2005.
4.6 Share Pledge Agreement between On The Go Healthcare, Inc. and
Laurus Master Fund, Ltd., dated July 14, 2005.
4.7 Form of Common Stock Purchase Warrant between On The Go Healthcare,
Inc. and Laurus Master Fund, Ltd., dated July 14, 2005.
4.8 Subsidiary Guaranty between On The Go Healthcare, Inc. and
Laurus Master Fund, Ltd., dated July 14, 2005.
4.9 Funds Escrow Agreement between On The Go Healthcare, Inc. and
Laurus Master Fund, Ltd., dated July 14, 2005.
4.10 Forbearance Agreement between On The Go Healthcare, Inc. and
Laurus Master Fund, Ltd., dated July 14, 2005.
4.11 Joinder Agreement between On The Go Healthcare, Inc. and Laurus
Master Fund, Ltd., dated July 20, 2005.
4.12 Registration Rights Agreement between On The Go Healthcare,
Inc. and Laurus Master Fund, Ltd., dated July 14, 2005.
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.
On The Go Healthcare, Inc
Date: July 20, 2005
By: /s/ Stuart Turk
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Stuart Turk
Chief Executive Officer and President