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): April 2, 2014
STEVIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-53781 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 MATERIAL DEFINITIVE AGREEMENT
NOTE PURCHASE AGREEMENT AND SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
On April 2, 2014 (the "Closing Date"), Stevia Corp., a Nevada corporation
(the "Company"), entered into a note purchase agreement dated as of the Closing
Date (the "Purchase Agreement") with YOPCP, LLC, a Colorado limited liability
company ("YOPCP"). YOPCP is a manufacturer of ready to eat organic gourmet
soups.
The Purchase Agreement provides that, upon the terms and subject to the
conditions set forth therein, the Company shall purchase from YOPCP on the
Closing Date a senior secured convertible promissory note with an initial
principal amount of $250,000 (the "Note") for a purchase price of $250,000.
The Note bears interest at a rate of fifteen percent (15%) per annum and is
due on the earlier of (i) the twelve (12) month anniversary of the issuance of
the Note, or (ii) the next date of sale of equity of the Company (a "Company
Financing") following the Closing Date. The Company has the right to convert the
Note at a conversion price equal to the price per unit of the Company's
membership units ("Units") in the Company Financing (the "Conversion Price").
Upon full repayment or conversion of the Note, the Company has the additional
right to receive an amount of Units equal to the initial principal amount of the
Note divided by the Conversion Price.
The Company has a right of participation with respect to any future
financing of YOPCP. Pursuant to the terms of the Purchase Agreement, the Company
may elect to participate in an amount equal to 50% of any proposed future
financing of YOPCP until the expiration of the maturity date of the Note. The
Company also has a right of first refusal with respect to the management rights
for distribution of YOPCP's products in Asia for a five year period.
The Purchase Agreement contains customary representations, warranties and
covenants by, among and for the benefit of the parties. The parties to the
Purchase Agreement also indemnify each other for any claims and liabilities with
respect to or arising from (i) the breach of any warranty or inaccuracy of any
misrepresentation of the other party, or (ii) the breach of any covenant or
agreement made by the other party.
SECURITY AGREEMENT
On the Closing Date, the Company also entered into a security agreement
(the "Security Agreement") with YOPCP, pursuant to which YOPCP granted a lien on
all of its assets (the "Collateral") in favor of the Company to secure YOPCP's
obligations under the Note. The Security Agreement includes certain customary
representations, warranties and covenants regarding the perfection and
maintenance of the Company's security interests in the Collateral. The lien on
the Collateral will be released upon full payment or full conversion of the
Note.
The foregoing descriptions of the Purchase Agreement, the Note and the
Security Agreement are qualified in their entirety by reference to the
provisions of the Purchase Agreement, the Note and the Security Agreement filed
as exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K,
respectively, which are incorporated herein by reference.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Note Purchase Agreement, dated as of April 2, 2014, by and between Stevia
Corp. and YOPCP, LLC
10.2 Form of Senior Secured Convertible Promissory Note
10.3 Security Agreement, dated as of April 2, 2014, by and between Stevia Corp.
and YOPCP, LLC
3
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: April 2, 2014 STEVIA CORP.
By: /s/ George Blankenbaker
------------------------------------
George Blankenbaker
President
4