8-K 1 v15054_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported): March 23, 2005 IGIA, INC. (Exact name of registrant as specified in charter) Delaware 000-23506 33-0601498 ------------------------------- ------------------------ ------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation or Organization) Identification No.) 521 5th Avenue, 20th Floor, New York, NY 10175 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 575-0500 Copies to: Gregory Sichenzia, Esq. Yoel Goldfeder, Esq. Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York, New York 10018 Phone: (212) 930-9700 Fax: (212) 930-9725 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT To obtain funding for the purpose of providing a loan to Tactica International, Inc. ("Tactica"), a wholly-owned subsidiary of IGIA, Inc. (the "Company"), in the form of debtor in possession financing and/or exit financing in the context of Tactica's chapter 11 case subject to Bankruptcy Court approval, the Company entered into a Securities Purchase Agreement (the "Agreement") with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the "Investors") on March 23, 2005 for the sale of (i) $3,000,000 in callable secured convertible notes (the "Notes") and (ii) stock purchase warrants (the "Warrants") to buy 6,000,000 shares of our common stock. On March 24, 2005, the Investors purchased $1,000,000 in Notes and received Warrants to purchase 2,000,000 shares of the Company's common stock. The Company received net proceeds of $873,087.50, after deducting expenses of $71,912.50, prepaid interest of $40,000.00 and $15,000.00 placed into escrow for the payment of certain insurance premiums. In addition, provided that all of the conditions in the Securities Purchase Agreement are satisfied, the Investors are obligated to provide the Company with additional funds as follows: o $1,000,000 will be funded within five business days of filing a registration statement registering shares of the Company's common stock underlying the Notes and the Warrants; and o $1,000,000 will be funded within five business days of the effectiveness of the registration statement. The Notes bear interest at 8%, mature three years from the date of issuance, and, subject to the filing of an amendment to the Company's certificate of incorporation increasing its authorized stock which amendment shall be filed 20 days after filing a definitive information statement with the Securities and Exchange Commission on Schedule 14C and mailing a copy of such to the Company's stockholders, are convertible into our common stock, at the Investors' option, at a conversion price equal to the lower of (i) $0.04 or (ii) 50% of the average of the three lowest intraday trading prices for our common stock during the 20 trading days before, but not including, the conversion date. As of March 24, 2005, the average of the three lowest intraday trading prices for our common stock during the preceding 20 trading days as reported on the Over-The-Counter Bulletin Board was $.03 and, therefore, the conversion price for the secured convertible notes was $.015. Based on this conversion price, the $3,000,000 Notes, excluding interest, were convertible into 200,000,000 shares of our common stock. We may prepay the Notes in the event that no event of default exists, there are a sufficient number of shares available for conversion of the callable secured convertible notes and the market price is at or below $.06 per share. The full principal amount of the Notes is due upon default under the terms of Notes. In addition, we have granted the Investors a security interest in substantially all of our assets and intellectual property as well as registration rights. The Warrants are exercisable until five years from the date of issuance at a purchase price of $0.03 per share. In addition, the exercise price of the Warrants is adjusted in the event we issue common stock at a price below market. The Investors have contractually agreed to restrict their ability to convert the Notes and exercise the Warrants and receive shares of our common stock such that the number of shares of the Company common stock held by them and their affiliates after such conversion or exercise does not exceed 4.99% of the Company's then issued and outstanding shares of common stock. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The sale of the Notes described in Item 1.01 was completed on March 24, 2005 with respect to $1,000,000 of the Notes. As of the date hereof, the Company is obligated on $1,000,000 in face amount of Notes issued to the Investors. The Notes are a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES The Notes and Warrants described in Item 1.01 were offered and sold to the Investors in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. Each of the Investors is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description ----------- ----------- 4.1 Securities Purchase Agreement dated March 23, 2005 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC 4.2 Callable Secured Convertible Note in the name of New Millennium Capital Partners II, LLC dated March 23, 2005 4.3 Callable Secured Convertible Note in the name of AJW Qualified Partners, LLC dated March 23, 2005 4.4 Callable Secured Convertible Note in the name of AJW Offshore, Ltd. dated March 23, 2005 4.5 Callable Secured Convertible Note in the name of AJW Partners, LLC dated March 23, 2005 4.6 Stock Purchase Warrant in the name of New Millennium Capital Partners II, LLC dated March 23, 2005 4.7 Stock Purchase Warrant in the name of AJW Qualified Partners, LLC dated March 23, 2005 4.8 Stock Purchase Warrant in the name of AJW Offshore, Ltd. dated March 23, 2005 4.9 Stock Purchase Warrant in the name of AJW Partners, LLC dated March 23, 2005 4.10 Registration Rights Agreement dated March 23, 2005 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC 4.11 Security Agreement dated March 23, 2005 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC 4.12 Intellectual Property Security Agreement dated March 23, 2005 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC 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. IGIA, INC. Date: March 28, 2005 By: /s/Avi Sivan -------------------------- Name: Avi Sivan Title: Chief Executive Officer

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): December 8, 2004

IGIA, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-23506		33-0601498
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11 West 42nd Street, 7th Floor, New York, New York		10016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-575-0500

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 (17CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On December 8, 2004, Tactica International, Inc. (“Tactica”), a wholly owned subsidiary of IGIA, Inc., entered into a Credit Agreement (“Credit Agreement”) with Tactica Funding 1, LLC (“Tactica Funding”), under which Tactica Funding agreed to provide Tactica with a secured loan of up to an aggregate principal amount of $300,000 (the “Loan”), to provide funds for Tactica’s continued ordinary course operations and working capital needs, as evidenced by a promissory note. The obligation of Tactica Funding to extend the Loan to Tactica was subject to Tactica’s receipt of an order from the Bankruptcy Court approving the Credit Agreement and the Loan thereunder, which was received by Tactica from such Court on an interim basis on December 6, 2004.

The Loan will bear interest at a rate of 9% per annum. Notwithstanding the foregoing, the Loan shall bear interest at a rate of 12% per annum (i) upon the occurrence of an “event of default” (as defined in the Credit Agreement) and during the continuance of an event of default and (ii) on any principal which has not been paid in full when due, for the period from and including the due date thereof but excluding the date the same is paid in full. Accrued interest on the Loan shall be paid monthly. The entire unpaid principal amount shall be due and payable on the earlier of February 28, 2005 or upon the occurrence of an event of default; provided, however, Tactica may prepay the Loan in accordance with the Credit Agreement. As of December 14, 2004, Tactica has borrowed $300,000 from Tactica Funding pursuant to the Loan.

As security for the Loan, Tactica granted to Tactica Funding, pursuant to a Security and Pledge Agreement dated as of December 8, 2004 (“Security Agreement”) between Tactica and Tactica Funding, a first priority security interest in substantially all of the assets of Tactica as set forth in the Security Agreement, except as to “permitted liens” (as such term is defined in the Credit Agreement) for which Tactica Funding’s security interest in the Security Agreement is junior and subordinate, including but not limited to its warehouse lender, Innotrac Corporation, and which security interest shall be subject to (i) certain “carve-out expenses” (as such term is defined in the Credit Agreement) and (iii) the rights of the Official Committees of Unsecured Creditors appointed in Tactica’s Chapter 11 bankruptcy case to investigate, commence any claim or cause of action and avoid any lien or security interest granted in the Security Agreement.

Prem Ramchandani, President of Tactica, is manager and a member of Tactica Funding and Avi Sivan, Chief Executive Officer of Tactica, is a member of Tactica Funding.

SECTION 2 – FINANCIAL INFORMATION

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under Item 1.01 -Entry into a Material Definitive Agreement with regard to the Credit Agreement is hereby incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not Applicable

(b) Pro forma financial information.

Not Applicable

Exhibit Number		Description
10.1		Credit Agreement dated as of December 8, 2004 between Tactica International, Inc. and Tactica Funding 1, LLC.
10.2		Promissory Note dated December 8, 2004
10.3		Security and Pledge Agreement dated as of December 8, 2004 between Tactica International, Inc. and Tactica Funding 1, LLC.
99.1		Press Release dated and issued December 10, 2004.

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.

	IGIA, INC.
Date: December 14, 2004	By:	/s/ Avi Sivan
		Avi Sivan
		Chief Executive Officer

EXHIBIT INDEX

ExhibitNumber		Description
10.1		Credit Agreement dated as of December 8, 2004 between Tactica International, Inc. and Tactica Funding 1, LLC.
10.2		Promissory Note dated December 8, 2004
10.3		Security and Pledge Agreement dated as of December 8, 2004 between Tactica International, Inc. and Tactica Funding 1, LLC.
99.1		Press Release dated and issued December 10, 2004.

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