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) April
15, 2008
ACTIGA
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation)
000-52323
(Commission
File Number)
39-2059213
(IRS
Employer Identification No.)
871
Marlborough Avenue, Suite 100, Riverside CA 92507
(Address
of principal executive offices and Zip Code)
951-786-9474
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
15,
2008,
Actiga
Corp. (“we”, “our” or the “Company”) consummated an initial closing of $100,000
of a bridge offering (the “Offering”) of unsecured notes with an option to
convert (the “Notes”), the maximum amount of which is $1,000,000. The Notes were
issued pursuant to a Subscription Agreement, dated April 15, 2008, among the
Company and the purchasers of the Notes.
Investors
will receive 12% interest in cash one year from the applicable closing of the
Notes (the “Maturity Date”) and will have the option to either receive the
principal amount of their investment in cash or convert their Notes into shares
of common stock, par value $0.001 of the Company at an exercise price of $2.00
per share. In the event that we secure subsequent financing prior to the
Maturity Date in the aggregate amount exceeding $3,000,000 (the “Subsequent
Financing”), not including proceeds of this Offering, we will have the right to
prepay the principal amount of the Notes in full at any time before the
applicable Maturity Date and at such time we will pay to our investors the
entire unpaid interest as of the Maturity Date. In the event that we elect
to
prepay the Notes, investors may either: (i) receive the principal amount of
their investment in cash or (ii) convert their Notes into shares of common
stock
at the lower of (a) $2.00 or (b) the lowest conversion price of the Subsequent
Financing.
The
offers and sales of securities in the Offering were made pursuant to the
exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, including pursuant to Rule 506. Such offers and sales
were
made solely to “accredited investors” under Rule 506 and were made without
any form of general solicitation and with full access to any information
requested by the investors regarding the Company or the securities offered
in
the Offering.
On
April
16, 2008, we consummated a closing of an unsecured promissory note (the
“Promissory Note”) in the amount of $200,000. Under the terms of the Promissory
Note, the lender will receive the principal amount of $200,000 plus interest
at
the rate of 15% in the aggregate amount of $30,000 on the one year anniversary
of the Promissory Note. In the event the Company defaults on the Promissory
Note, interest will continue to accrue until and including the date of repayment
in full. The Promissory Note may be prepaid in full at any time and in which
case the Company will be subject to a prepayment premium which shall be the
total interest due on the one year anniversary of $30,000.
| Item 2.03. |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registration.
|
The
information included in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information included in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 3.02.
Item
9.01. Financial Statements and Exhibits.
See
the
Exhibit Index set forth below for a list of exhibits included with this Form
8-K.
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 thereunder
duly authorized.
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ACTIGA
CORP.
|
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|
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By:
|
/s/Amro
A. Albanna
|
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Name:
|
Amro
A. Albanna
|
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Title:
|
Chief
Executive Officer
|
Date:
April 18, 2008
EXHIBIT
INDEX
|
Exhibit Number
|
|
Description
|
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10.1
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Form
of Subscription Agreement
|
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10.2
|
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Form
of Note
|
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10.3
|
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Form
of Promissory Note
|