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 26, 2016
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 000-53707 26-1367322
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 South Executive Drive, Suite 101, Brookfield, WI 53005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (262) 789-6689
N/A
(Former name or former address, if changed since last report)
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:
[ ] 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 MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY NOTE
On September 26, 2016 Trident Brands, Inc. ("we", "us", "our" the "Company")
entered into a securities purchase agreement with LPF (MCTECH) Investment Corp.,
pursuant to which, in consideration for proceeds of $4,100,000, we issued a
secured convertible promissory note in the amount of $4,100,000. Pursuant to the
securities purchase agreement, the investor has agreed, from time to time after
January 1, 2017, to make additional investments at the Company's request of up
to $5,900,000 ($10,000,000 in the aggregate) in one or more tranches of not less
than $1,500,000 and not more than $4,400,000 per tranche. The investor shall not
be required to fund more than one tranche during any 60 day period. The funding
of any tranche under the agreement (other than the first $4,100,000 which has
been funded) is subject to the mutual agreement of the parties as to the use of
funds. The parties have agreed to negotiate in good faith to pre-approve use of
funds within 120 days following September 26, 2016.
We issued the $4,100,000 secured convertible promissory note to one (1) non-US
person (as that term is defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S of the Securities Act of
1933, as amended. The Company intends to use the proceeds of the secured
convertible note for general working capital purposes including, without
limitation, settlement of accounts payable and repayment of mature loans.
In consideration for each advance made by the investor pursuant to the
securities purchase agreement, we will issue to the investor a convertible
promissory note of equal value, maturing three (3) years after issuance, and
bearing interest at the rate of 8% per annum. Each note will be secured in first
priority against the present and after acquired assets of the Company, and will
be convertible in whole or in part at the option of the holder into common
shares of the Company at a price per share equal to a 25% discount to the 10 day
average closing price of our common stock for the period immediately preceding
the issuance of the applicable note.
PROMISSORY NOTE AMENDMENT AGREEMENT
As additional consideration to the investor for entering into the securities
purchase agreement, we concurrently entered into an amendment agreement pursuant
to which we amended certain features of convertible promissory notes previously
purchase by the investor in the original principal amounts of US$1,800,000 and
US$500,000, on January 29, 2015 and March 31, 2015, respectively. The amendments
raise the applicable interest rates from 6% to 8% per annum, and allow the
investor to transfer, sell, or hypothecate the convertible notes subject to
applicable securities laws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Securities Purchase Agreement, Promissory Note, General Security Agreement
and Amendment Agreement with LPF (MCTECH) Investment Corp., dated September
26, 2016.
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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.
TRIDENT BRANDS INCORPORATED
/s/ Mark Holcombe
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Mark Holcombe
Chairman
Date: October 4, 2016
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