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
May 1, 2007
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Date of Report (Date of earliest event reported)
VASO ACTIVE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0670926
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
001-31925
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(Commission File No.)
99 Rosewood Drive, Suite 260, Danvers, MA 01923
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(Address of principal executive offices including zip code)
(978) 750-1991
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(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 (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))
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This Current Report on Form 8-K is being filed by Vaso Active Pharmaceuticals,
Inc., a Delaware corporation (the "Company"), in connection with the events
described below.
SECTION 2 - Financial Information
ITEM 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
In August 2005, Vaso Active Pharmaceuticals, Inc. (the "Company") sold
$2,500,000 in aggregate principal amount of Senior Secured Convertible Notes due
May 1, 2007 (the "Notes") to independent institutional investors. The Notes bear
interest, payable quarterly, at the six month LIBOR plus 6.0% (11.29% at
December 31, 2006) with a floor of 10.0% and a ceiling of 12.0%. As part of the
agreement, the Company placed $437,000 into escrow on the issue date of the
Notes for the purpose of funding substantially all of the interest payments due
under the Notes until the maturity date, which amounts have been paid to the
holders of the Notes. The Notes are secured by substantially all of the
Company's assets and rank senior to all corporate indebtedness.
On May 1, 2007, the Company failed to pay the principal amount outstanding under
the Notes. Under the terms of the Notes, this may be deemed to be an Event of
Default, which gives the holders of the Notes the right to require the Company
to repurchase the notes at 115% of the outstanding principal and interest (or,
if greater, 115% of the value of the shares that such holder could receive upon
conversion of the Notes, based on a five day trading average price). In
addition, the default rate of interest on any unpaid amounts is 18%. In
addition, Iroquois Master Fund, L.P. ("Iroquois"), as collateral agent for the
purchasers of the Notes, may assert its rights under the Security Agreement,
dated August 16, 2005, among the Company, Iroquois and the purchasers of the
Notes. No notices of default or potential actions have been delivered to the
Company by Iroquois or any holder of Notes at this time.
The Company has been in discussions with representatives of Iroquois regarding
the terms of a possible restructuring of these obligations, but no agreements
have been reached.
FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on current expectations, management's
beliefs and certain assumptions made by management. Readers are cautioned that
any such forward-looking statements are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Because such statements involve
risks and uncertainties, the actual ability of the Company to meet its debt
obligations may differ materially from the results expressed or implied by such
forward-looking statements. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements. Unless otherwise
required by law, the Company also disclaims any obligation to update its view of
any such risks or uncertainties or to announce publicly the result of any
revisions to the forward-looking statements made here; however, readers should
review carefully reports of documents the Company files periodically with the
SEC.
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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.
VASO ACTIVE PHARMACEUTICALS, INC.
By: /s/Joseph Frattaroli
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Joseph Frattaroli
Title: Acting Chief Executive Officer,
President and Chief Financial Officer
Dated: May 2, 2007
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