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) November 30, 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 November 30, 2005, we entered into a Promissory Note with Dutchess Private
Equities Fund, L.P. and Dutchess Private Equities Fund, II, L.P. The principal
amount of the Note is $800,000 and it carries no interest. The Note has a
discount of $160,000 and we will pay an additional $40,000 in fees. Pursuant
to the terms of the Note, we will make payments in the amount of the greater
of $66,666.66 or 50% of each Put, as described in our Investment Agreement
with Dutchess, until the face amount is paid in full, minus any fees due.
Payments will be due on the third calendar day of each month. The holder
has the right to convert the Note into shares of Common Stock any time
after the Closing Date. The Note is subject to automatic conversion on
November 30, 2006.
The description of the transaction contained herein is qualified in its
entirety by reference to the Promissory Note filed as Exhibit 4.1 and
incorporated herein by reference. Additionally, the description of the
Put transaction contained herein is qualified in its entirety by reference
to the Investment Agreement between the Company and Dutchess Private
Equities Fund, L.P., dated February 27, 2004 (included as Exhibit 10.2 to
the Form SB-2 filed February 27,2004, and incorporated herein by reference).
This report may contain forward-looking statements that involve risks
and uncertainties, including, without limitation, statements concerning
our business and possible or assumed future results of operations. We
generally use words such as "believe," "may," "could," "will,"
"intend," "expect," "anticipate," "plan," and similar expressions to
identify forward-looking statements. You should not place undue reliance
on these forward-looking statements. Our actual results could differ
materially from those anticipated in the forward-looking statements for
many reasons including: our ability to continue as a going concern,
adverse economic changes affecting markets we serve; competition in our
markets and industry segments; our timing and the profitability of
entering new markets; greater than expected costs, customer acceptance of
our products or difficulties related to our integration of the businesses
we may acquire; and other risks and uncertainties as may be detailed from
time to time in our public announcements and SEC filings. Although we
believe the expectations reflected in the forward-looking statements
are reasonable, they relate only to events as of the date on which the
statements are made, and our future results, levels of activity,
performance or achievements may not meet these expectations. We do not
intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to
changes in our expectations, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
4.1 Promissory Note between the Company and Dutchess Private Equities
Fund, L.P. and Dutchess Private Equities Fund, II, L.P., dated
November 30, 2005 (filed herewith).
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.
(Registrant)
Date December 5, 2005
/s/ Stuart Turk
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Print Name: Stuart Turk
Title: President and Chief Executive Officer