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) September 24, 2007
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL 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 Term Note, (ii) a $2,500,000 Secured Convertible
Minimum Borrowing Note, and (iii) a $5,000,000 Secured Revolving Note
(collectively, the "Notes"). The Notes are secured by a security interest
in substantially all of our assets. Additionally, as part of the financing,
we issued Laurus common stock purchase warrants to purchase up to 1,420,000
shares of our common stock at a price of $0.65 per share, expiring
July 14, 2012. The facility terminates on July 14, 2008.
On January 24, 2006, we agreed to revise the financing facility with Laurus.
On May 16, 2006, we agreed to further amend the Amended and Restated
Convertible Term Note (the "Term Note"). On September 24, 2007, we agreed to
further amend the Amended and Restated Secured Convertible Minimum Borrowing
Note (the "Minimum Borrowing Note") so that the fixed conversion price of
$0.50 would be reduced to $0.005 for the first $150,000 of the principal
converted after September 24, 2007. The rest of the principal of the Minimum
Borrowing Note and the interest associated with the principal would be
convertible at $1.02. The Minimum Borrowing Note, as amended, matures on
July 14, 2008. The Minimum Borrowing 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
Minimum Borrowing Note, we began making monthly payments plus accrued and
unpaid interest on August 1, 2005.
We may prepay the Minimum Borrowing Note by paying to Laurus a sum of money
equal to 130% 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 arising under any portion of the facility.
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.
Capitalized terms used but not defined herein shall have the meanings given
them in the Amended and Restated Purchase Agreement. 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, to the Form 8-K filed January 30, 2006 and incorporated herein
by reference. The Omnibus Amendment is qualified in its entirety by, and made
subject to, the more complete information set forth in the Omnibus Amendment
filed as exhibit 4.7, to the Form 8-K filed July 11, 2007 and incorporated
herein by reference. The foregoing description of the terms and conditions of
the Second Omnibus Amendment is qualified in its entirety by, and made subject
to, the more complete information set forth in the Omnibus Amendment filed as
Exhibit 4.8, incorporated herewith.
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 the risks
described in our annual report on Form 10-KSB and other filings we make from
time to time filed with the Securities and Exchange Commission. 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
EXHIBIT NUMBER DESCRIPTION
4.1 Amended and Restated Secured Convertible Term Note, dated January 13, 2006
(included as Exhibit 4.1 to the Form 8-K filed January 30, 2006 and
incorporated herein by reference).
4.2 Amended and Restated Secured Revolving Note, dated January 13, 2006
(included as Exhibit 4.2 to the Form 8-K filed January 30, 2006 and
incorporated herein by reference).
4.3 Amended and Restated Secured Convertible Minimum Borrowing Note, dated
January 13, 2006 (included as Exhibit 4.3 to the Form 8-K filed
January 30, 2006 and incorporated herein by reference).
4.4 Amended and Restated Security and Purchase Agreement, dated
January 13, 2006 (included as Exhibit 4.4 to the Form 8-K filed
January 30, 2006 and incorporated herein by reference).
4.5 Amended and Restated Form of Common Stock Purchase Warrant, dated
January 13, 2006 (included as Exhibit 4.5 to the Form 8-K filed
January 30, 2006 and incorporated herein by reference).
4.6 Amended and Restated Registration Rights Agreement, dated
January 13, 2006 (included as Exhibit 4.6 to the Form 8-K filed
January 30, 2006 and incorporated herein by reference).
4.7 Omnibus Amendment, dated July 11, 2007 (included as exhibit 4.7 to
the Form 8-K filed July 17, 2007 and incorporated herein by reference).
4.8 Second Omnibus Amendment, dated September 24, 2007 (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.
Date September 28, 2007
On the Go Healthcare, Inc.
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(Registrant)
/s/ Stuart Turk
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(Signature)
Name: Stuart Turk
Title: Chief Executive Officer
and President