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): November 28, 2005
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its amended charter)
Delaware 0-20539 62-1681831
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408 USA
(Address of principal executive offices)
(561) 625-1411
Registrant's telephone number
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(Former name or former address if changed since last report)
Item 3.02
On November 28, 2005, the Company closed a funding transaction with
thirteen accredited institutional investors, for the issuance and sale of
40,500,000 shares of the Company's common stock to the Subscribers for
$20,250,000. The Company also issued five year warrants for the purchase of
an additional 15,187,500 shares of common stock at an exercise price of $0.80
per share. The securities are restricted and have been issued pursuant to an
exemption to the registration requirements of Section 5 of the Securities Act
of 1933 for "transactions of the issuer not involving any public offering"
provided in Section 4(2) of the Act and pursuant to a Regulation D offering.
The securities carry registration rights that obligate the Company to file a
registration statement within 45 days and have the registration statement
declared effective within120 days from closing.
The net proceeds to the Company after the payment of transaction
expenses will be approximately $18.9 million. Approximately $5.8 million of
the net proceeds will used by the Company to redeem warrants for the purchase
of approximately 30.3 million shares of the Company's common stock, issued by
the Company in connection with prior financing transactions. In addition, the
Company will use the net proceeds from the financing for increased production
capacity, the launch of marketing campaigns, paying the finder's fee relating
to the Coca-Cola Enterprises Master Distribution Agreement and general
working capital purposes.
Item 9.01
Exhibits
99.1 Form of Securities Purchase Agreement
99.2 Form of Contribution Agreement
99.3 Form of Warrant
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.
Bravo! Foods International Corp.
Date: November 28, 2005 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel