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): March 20,
2008
INNOVA
ROBOTICS & AUTOMATION, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-33231
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95-4868120
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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15870
Pine Ridge Road, Fort Myers, Florida 33908
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (239) 466-0488
Copies
to:
Gregory
Sichenzia, Esq.
Jared
Daniel Verteramo, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
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):
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
March
20, 2008, Innova Robotics and Automation, Inc. (the “Company”) entered into a
Securities Purchase Agreement (the “Purchase Agreement”) with Yorkville Advisors
LLC (the “Investor”) providing for the sale by the Company to the Investors of
(i) 14% Secured Convertible Debentures in the aggregate principal amount of
$300,000 (the “Debentures”) due on March 20, 2010 (the “Repayment Date”) and
(ii) warrants to purchase 10,000,000 shares of common stock (the “Warrants”).
Terms defined will have the same meaning as in the Purchase Agreement or the
Debenture.
The
Debentures are convertible into shares of the Company’s common stock at $0.02.
On each Installment Date, the Company shall pay to the Investor an amount equal
to the lesser of (a) $13,044 and (b) the Principal amount under the Debenture
as
of such Installment Date. On
the
Maturity Date, the Company shall pay to the Holder an amount in cash
representing all outstanding Principal, accrued and unpaid Interest.
The
Warrants to purchase 10,000,000 shares of Common Stock have an exercise price
of
$0.02 per share. The Warrants have a term of five (5) years and shall be
exercised on a cash basis.
The
Company will have the right to redeem any or all of the amounts outstanding
under the Debentures with 3 trading days advance written notice to the Investor,
subject to certain limitations. The Company shall pay a redemption premium
equal
to ten percent (10%) of the principal amount being redeemed.
The
Investor has agreed not to short any of the shares of Common Stock of the
Company.
The
Debenture is
secured by (i) a security interest in all of the assets of the Company and
of
each of the Company's subsidiaries as evidenced by the security agreement among
such subsidiaries, the Company, and the Holder dated November 2, 2007 (the
“Security
Agreement”)
and
(ii) a first security interest in all of the patents and trademarks of the
Company and of each of the Company's subsidiaries as evidenced by the patent
and
trademark security agreement among the Company, Robotic Workspace Technologies,
Inc., and the Holder dated October 29, 2007 (the “Patent
and Trademark Security Agreement”)
(the
Patent and Trademark Security Agreement together with the Security Agreement
are
collectively referred to as the “Security
Documents”).
Additionally,
the Company entered into an amendment agreement (the “Amendment Agreement”) with
Investor, which amends all outstanding debentures, including (i) Secured
Convertible Debenture due July 20, 2009 (#IVHG-2-1) issued on July 20, 2006,
as
amended in the original principal amount of US$1,250,000, (ii) Secured
Convertible Debenture due August 22, 2009 (#IVHG-2-2) issued on August 22,
2006,
as amended in the original principal amount of US$575,000. (iii) Secured
Convertible Debenture due December 7, 2009, (#IVHG-2-3) issued on December
7,
2006, as amended in the original principal amount of US$1,000,000., and (iv)
Secured Convertible Debenture due November 2, 2010, (#INRA-1-1) issued on
November 2, 2007, as amended in the original principal amount of US$600,000
(collectively, the “ Prior Debentures”) held by Investor with the following:
| a. |
Interest
will accrue on the outstanding principal balance of each of the Prior
Debentures at an annual rate equal to fourteen percent (14%) effective
as
of the date hereof;
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| b. |
the
conversion price shall be the lower of .02 or eighty-five percent
(85%) of
the lowest Volume Weighted Average Price in the thirty (30) trading
days
prior to the conversion date.
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In
connection with the Purchase Agreement, the Company also entered into a
registration rights agreement (the “Registration Rights Agreement”) providing
for the filing of a registration statement (the “Registration Statement”) with
the Securities and Exchange Commission registering the Common Stock issuable
upon conversion of the Debentures no later than 30 days following a written
demand from the Investors requesting the filing of such Registration Statement.
. The Company is obligated to use its best efforts to cause the Registration
Statement to be declared effective no later than 120 calendar days from the
filing date of the Registration Statement. In the event the Registration
Statement is not timely filed or declared effective, then the Company shall
pay
to the Investors, a cash amount equal to 2.0% of the aggregate purchase price
paid by the holder pursuant to the Securities Purchase Agreement for any
Debenture then held by such holder, with a cap of 24%, as liquidated damages
and
not as a penalty
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to
be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Act or the Exchange Act, except
as
shall be expressly set forth by specific reference in such filing.
Item
3.02 Unregistered
Sales of Equity Securities.
See
Item
1.01 above. All securities were issued pursuant to Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended (the "Act"), and/or
Section 4(2) of the Act.
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Exhibit
Number
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Description
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4.1
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Securities
Purchase Agreement, dated March 20th,
2008
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4.2
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Secured
Convertible Debenture, dated March 20th,
2008
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4.3
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Warrant,
dated March 20th,
2008
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4.4
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Registration
Rights Agreement, dated March 20th,
2008
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4.5
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Security
Agreement, dated November 2nd,
2007
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4.6
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Patent
and Trademark Security Agreement, dated October 29th,
2007
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4.7
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Amendment
Agreement, dated March 20th,
2008
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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.