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) January 24, 2006
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. On January 24, 2006, we agreed to
revise the financing facility with Laurus. The revised 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.
The Amended and Restated Secured Note matures on July 14, 2008 and is
convertible into our common stock, under certain conditions, at a price
of $0.50. The Amended and Restated 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. Under
the terms of the Amended and Restated Secured Note, we began making
monthly payments plus accrued and unpaid interest beginning August 1, 2005.
Under certain conditions set forth in the Amended and Restated 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 100% of the
cash amount.
We may prepay the Amended and Restated 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 Amended and Restated Registration Rights
Agreement with Laurus, we agreed to file a registration statement within thirty
days of closing the revised financing facility 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 Amended and Restated Secured Convertible Term
Note, Amended and Restated Secured Revolving Note, Amended and Restated Secured
Convertible Minimum Borrowing Note, Amended and Restated Security and
Purchase Agreement, Amended and Restated Form of Common Stock Purchase Warrant,
and the Amended and Restated Registration Rights Agreement filed as
Exhibits 4.1 - 4.6, respectively, and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
4.1 Amended and Restated Secured Convertible Term Note between On The
Go Healthcare, Inc. and Laurus Master Fund, Ltd., dated
January 13, 2006.
4.2 Amended and Restated Secured Revolving Note between On The Go
Healthcare, Inc. and Laurus Master Fund, Ltd., dated January 13, 2006.
4.3 Amended and Restated Secured Convertible Minimum Borrowing Note between
On The Go Healthcare, Inc. and Laurus Master Fund, Ltd., dated
January 13, 2006.
4.4 Amended and Restated Security and Purchase Agreement between On The Go
Healthcare, Inc. and Laurus Master Fund, Ltd., dated January 13, 2006.
4.5 Amended and Restated Form of Common Stock Purchase Warrant between On
The Go Healthcare, Inc. and Laurus Master Fund, Ltd., dated
January 13, 2006.
4.6 Amended and Restated Registration Rights Agreement between On The Go
Healthcare, Inc. and Laurus Master Fund, Ltd., dated January 13, 2006.
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: January 30, 2006
By: /s/ Stuart Turk
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Stuart Turk
Chief Executive Officer and President