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) August 31, 2010
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-127915 98-0464272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
245 Drumlin Circle, Concord, Ontario, Canada L4K 3E4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 482-0200
Not Applicable.
(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 (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
On April 30, 2009, we issued a Convertible Secured Promissory Note (the "Note")
to The Cellular Connection, Ltd. The Note had an issue amount of $50,000, a
face amount of $60,000, a maturity date of April 30, 2010 and bore interest
at 20% per year. The Note was convertible by the Cellular Connection, Ltd.
into our common stock at any time prior to the maturity date, and any
outstanding portion automatically converted into our common stock on the
maturity date. The conversion rate of the Note was set at 75% of the average
of the lowest closing bid price during the fifteen trading days immediately
preceding the date of conversion.
On May 31, 2010, we entered into a Side Letter Agreement ("Side Letter
Agreement #1") with The Cellular Connection, Ltd. Pursuant to the Side Letter
Agreement #1, we agreed to amend the Note, whereby we changed the face amount
of the Note to U.S. $72,000 which aggregated principal and accumulated interest
through April 30, 2010 and changed the conversion rate of the Note to $0.0001.
Additionally, we extended the maturity date of the Note to April 30, 2011.
On August 31, 2010, we entered into a second Side Letter Agreement ("Side
Letter Agreement #2") with The Cellular Connection, Ltd. Pursuant to Side
Letter Agreement #2, we agreed to amend the Note issued by us on
April 30, 2009, as amended. Side Letter Agreement #2 changed the face amount
of the Note to U.S. $29,545.52 which aggregated principal and accumulated
interest through August 30, 2010. Side Letter Agreement #2 also reset the
conversion rate of the Note to $0.0001.
The foregoing description of the Note, Side Letter Agreement #1 and Side
Letter Agreement #2 is qualified in its entirety by reference to the full
text of the agreements which are filed as Exhibits 10.1, 10.2 and 10.3 to
this Current Report on Form 8-K and incorporated herein by reference.
This report contains forward-looking statements that involve risks and
uncertainties. 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 Form 10-K and other reports we file 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. 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. We undertake no obligation to release publicly the
results of any revisions to any such forward-looking statements that may
be made to reflect events or circumstances after the date of this report
or to reflect the occurrence of unanticipated events, except as required
by applicable law or regulation.
Item 9.01 Financial Statements and Exhibits
10.1 Secured Promissory Note between the Company and The Cellular
Connection Ltd. dated April 30, 2009 (included as exhibit 10.7 to
the Form 10-Q filed June 19, 2009 and incorporated herein by reference).
10.2 Side Letter Agreement amending the Secured Promissory Note between the
Company and The Cellular Connection, dated May 31, 2010 (included as
exhibit 10.1 to the Form 8-K filed June 2, 2010 and incorporated herein
by reference).
10.3 Side Letter Agreement amending the Secured Promissory Note between the
Company and The Cellular Connection dated August 31, 2010 (included
herein).
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.
Vital Products, Inc.
--------------------
(Registrant)
Date: September 7, 2010
/s/Michael Levine
--------------------
(Signature)
Name: Michael Levine
Title: Chief Executive Officer