marani8k021110.htm
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): February 5,
2010
MARANI BRANDS,
INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 333-123176
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Nevada
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333-123176
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20-2008579
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(State or other
jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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13152 Raymer Street, Suite 1A, North
Hollywood, CA 91605
(Address
of principal executive offices, including zip code)
(818) 503-5200
(Registrant’s
telephone number, including area code)
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))
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
document contains forward looking statements within the meaning of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
statements are based on management's beliefs and assumptions, and on information
currently available to management. Forward looking statements include the
information concerning possible or assumed future results of operations of the
Company
Forward-looking
statements also include statements in which words such as "expect,"
"anticipate," "intend," "plan," "believe," "estimate," "consider" or similar
expressions are used. Forward looking statements are not guarantees of future
performance. They involve risks, uncertainties and assumptions. The Company's
future results and shareholder values may differ materially from those expressed
in these forward looking statements. Readers are cautioned not to put undue
reliance on any forward looking statements.
Item
1.01 Entry into a Material Definitive Agreement.
On
February 5, 2010, Marani Brands, Inc. (the “Company”) received a
$100,000 one year loan (the “Loan”) from an institutional
investor. The Loan is evidenced by a convertible note, which is
convertible into the Company’s common stock at a conversion price of $0.04 per
share for 180 days and thereafter at the lesser of (i) $0.04 per share or (ii)
75% of the overage of the three lowest closing bid prices the Company’s common
stock for the 20 trading days prior to the conversion date. In
connection with the Loan, the Company also issued 4,500,000 shares of common
stock to the institutional investor.
The
Company also entered into a Common Stock Purchase Agreement with the same
institutional investor, which established an equity line, pursuant to which the
Company, in its discretion, may sell up to $7,500,000 worth of the Company’s
common stock, subject to the terms and provisions of the Common Stock Purchase
Agreement. The Company has entered into a Registration Rights
Agreement with the institutional investor to register the common stock that may
be sold pursuant to the Common Stock Purchase Agreement. The Company
is obligated to file the registration statement for such shares within 60 days
from February 5, 2010.
In
connection with these transactions, the Company issued to the institutional
investor a warrant to purchase 4,000,000 shares of the Company’s common stock
and a warrant to purchase 8,500,000 shares of the common stock, each having an
exercise price of $0.04 per share. The warrant for 4,000,000 shares
of common stock contains a cashless exercise option in favor of the warrant
holder.
Item
1.01 Creation of a Direct financial Obligation
See above
Item 1.01
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.
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Dated:
February 11, 2010
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Marani Brands, Inc.,
a Nevada corporation
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/s/
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Margrit Eyraud
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By:
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Margrit
Eyraud
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Its:
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Chief
Executive Officer
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