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 3, 2013
STEVIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-53781 98-0537233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7117 US 31 S Indianapolis, IN 46227
(Address of Principal Executive Office) (Zip Code)
(888) 250-2566
(Registrant's telephone number, including area code)
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 3, 2013, Stevia Corp., a Nevada corporation (the "Company") entered
into a Warrant Exercise Reset Offer Letter Agreement (the "Reset Letter") with
an accredited investor (the "Investor") whereby the Company and the Investor
agreed that the Investor would immediately cash exercise its warrant to purchase
853,333 shares of common stock of the Company at an exercise price of $0.20 per
share. In consideration for the Investor's immediate exercise, the Company
agreed to issue to the Investor three new warrants in the amounts of 1,877,333,
1,066,666 and 2,346,666, with exercise prices of $0.20, $0.25 and $0.25 per
share, respectively (the "Series A Warrants", "Series B Warrants" and "Series C
Warrants", respectively, and collectively the "New Warrants"). The Series A
Warrants are subject to the Company's call right, and the Series C Warrants are
only exercisable upon the Investor's exercise in full of the Series A Warrants.
In connection with the Reset Letter, the Company agreed to use its best
efforts to file a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") within ten (10) business days.
The Company will use its best efforts to have the Registration Statement
declared effective by the SEC within thirty (30) days.
Garden State Securities, Inc. (the "Placement Agent") served as the
placement agent of the Company for the Offering. In consideration for services
rendered as the Placement Agent, the Company agreed to: (i) pay to the Placement
Agent cash commissions equal to $13,600, (ii) warrants equal to eight percent
(8%) of the aggregate number of shares exercised by the Investor, and (iii) upon
exercise of the New Warrants by the Company, the Placement Agent will receive
additional warrants equal to eight percent (8%) of the number of shares issued
upon exercise of the New Warrants (collectively, the "Agent Warrants").
The foregoing descriptions of the Reset Letter and the New Warrants do not
purport to be complete and are qualified in their entireties by reference to the
full text of the Reset Letter and form of Warrant, which are filed as Exhibit
10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth in Item 1.01 above regarding the New Warrants and
the Agent Warrants is hereby incorporated into this Item 3.02 by reference. The
New Warrants and the Agent Warrants (including the shares of the Company's
common stock underlying the New Warrants and the Agent Warrants) were offered
and sold in reliance on the exemption from registration afforded by Section 4(2)
and Regulation D (Rule 506) under the Securities Act and corresponding
provisions of state securities laws.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
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10.1 Reset Letter
10.2 Form of Warrant
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SIGNATURES
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: May 6, 2013 STEVIA CORP.
By: /s/ George Blankenbaker
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George Blankenbaker
President
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