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Tofutti Brands Inc – ‘8-K’ for 1/10/20

On:  Thursday, 1/16/20, at 3:30pm ET   ·   For:  1/10/20   ·   Accession #:  1493152-20-681   ·   File #:  1-09009

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/16/20  Tofutti Brands Inc                8-K:1,9     1/10/20    3:129K                                   M2 Compliance/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 
 2: EX-10.1     Material Contract                                   HTML     25K 
 3: EX-10.2     Material Contract                                   HTML     34K 


‘8-K’   —   Current Report


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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

 

January 10, 2020

Date of Report

(Date of earliest event reported)

 

TOFUTTI BRANDS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-09009   13-3094658

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

  50 Jackson Drive Cranford, New Jersey 07016  
  (Address of principal executive offices and zip code)  

 

  (908)272-2400  
  (Registrant’s telephone number, including area code)  

 

  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))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   TOFB   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 C: 
 
 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

Extension of Loan Agreement

On January 10, 2020, David Mintz, Chairman of the Board of Directors and Chief Executive Officer of the Registrant, and the Registrant agreed to extend the $500,000 promissory note, referenced in the following paragraphs, until December 31, 2022. All of the terms of the convertible promissory note remain in effect, other than the “Conversion Price,” which is $1.77 per share, the closing price of the Common Stock of the Registrant on the OTCQB on January 10, 2020.

 

The promissory note, which was originally entered into on January 6, 2016, bears interest at 5% per annum on a quarterly basis without compounding. The loan may be prepaid in whole or in part at any time without premium or penalty.

 

In any event of default, as defined in the promissory note, without any action on the part of Mr. Mintz, the interest rate will increase to 12% per annum and the entire principal and interest balance under the loan, and all other obligations of the Registrant under the loan, will be immediately due and payable, and Mr. Mintz will be entitled to seek and institute any and all remedies available to him.

 

The promissory note for the extended loan is attached hereto as Exhibit 10.1 and the security agreement for the promissory note is attached as Exhibit 10.2.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

  (c) Exhibits  
       
    Exhibit 10.1 Promissory Note
       
    Exhibit 10.2 Security Agreement

 

 C: 
 
 

 

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 thereunto duly authorized.

 

Date: January 16, 2020 TOFUTTI BRANDS INC.
  (Registrant)
     
  By: /s/ Steven Kass
    Steven Kass
    Chief Financial Officer

 

 C: 
 
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
12/31/22
Filed on:1/16/20
For Period end:1/10/20
1/6/164,  8-K
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/14/21  Mintz David                       SC 13D/A               1:78K  Tofutti Brands Inc.               M2 Compliance LLC/FA
 4/19/21  Tofutti Brands Inc.               10-K        1/02/21   60:2.6M                                   M2 Compliance LLC/FA
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