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): January 26, 2012
STEVIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-152365 98-0537233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7117 US 31 S
Indianapolis, IN 46227
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (888) 250-2566
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 26, 2012, Stevia Corp. (the "Company") entered into an Equity
Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement
(the "Rights Agreement") with Southridge Partners II, LP, a Delaware limited
partnership ("Southridge"). Upon execution of such agreements, the Company
issued 35,000 shares of its common stock to Southridge as a commitment fee.
PURCHASE AGREEMENT
Under the terms of the Purchase Agreement, Southridge will purchase, at the
Company's election, up to $20,000,000 of the Company's registered common stock
(the "Shares"). During the term of the Purchase Agreement, the Company may at
any time deliver a "put notice" to Southridge thereby requiring Southridge to
purchase a certain dollar amount of the Shares. Simultaneous with the delivery
of such Shares, Southridge shall deliver payment for the Shares. Subject to
certain restrictions, the purchase price for the Shares shall be equal to
ninety-three percent (93%) of the lowest closing bid price for the Company's
common stock during the five-day trading period immediately after the Shares
specified in the Put Notice are delivered to Southridge.
The number of Shares sold to Southridge shall not exceed the number of such
shares that, when aggregated with all other shares of common stock of the
Company then beneficially owned by Southridge, would result in Southridge owning
more than 9.99% of all of the Company's common stock then outstanding.
Additionally, Southridge may not execute any short sales of the Company's common
stock.
RIGHTS AGREEMENT
Under the terms of the Rights Agreement, the Company agreed to file a
registration statement with the Securities and Exchange Commission with respect
to the Shares. The Company is obligated to keep such registration statement
effective until (i) three months after the last closing of a sale of Shares
under the Purchase Agreement, (ii) the date when Southridge may sell all the
Shares under Rule 144 without volume limitations, or (iii) the date Southridge
no longer owns any of the Shares.
The foregoing descriptions are qualified in their entirety by reference to
the Purchase Agreement and Rights Agreement, copies of which appear as Exhibits
10.1 and 10.2 to this Form 8-K and are incorporated by reference to this Item
1.01.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
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10.1 Equity Purchase Agreement, dated January 26, 2012
10.2 Registration Rights Agreement, dated January 26, 2012
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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.
Date: January 30, 2012 STEVIA CORP.
By: /s/ George Blankenbaker
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George Blankenbaker
President
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