Soupman, Inc. (OTCMKTS:SOUP) Files An 8-K Entry into a Material Definitive Agreement

Soupman, Inc. (OTCMKTS:SOUP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.Entry into a Material Definitive

On April 11, 2017, Soupman, Inc. (the Company ), entered into a
Securities Purchase Agreement (the Securities Purchase Agreement)
with LABRYS FUND, LP (the Purchaser), to which the Company issued
to the Purchaser a Convertible Promissory Note (the Note) in the
aggregate principal amount of $160,000. The Note has a maturity
date of January 11, 2018 and the Company has agreed to pay
interest on the unpaid principal balance of the Note at the rate
of twelve percent (12%) per annum from the date on which the Note
is issued (the Issue Date) until the same becomes due and
payable, whether at maturity or upon acceleration or by
prepayment or otherwise. The Company has the right to prepay the
Note, provided it makes a payment to the Purchaser as set forth
in the Note within 180 days of its Issue Date. The transactions
described above closed on April 17, 2017. In connection with the
issuance of the Note, the Company issued to the Purchaser, as a
commitment fee, 6,349,206 shares of its common stock (the
Returnable Shares), as further provided in the Note. The
Returnable Shares shall be returned to the Companys treasury if
no Event of Default (as defined in the Note) has occurred on or
prior to the date that the Note is fully repaid and satisfied.

The outstanding principal amount of the Note (if any) is
convertible at any time and from time to time at the election of
the Purchaser during the period beginning on the date that is 180
days following the Issue Date into shares of the Companys common
stock, par value $0.001 per share (the Common Stock) at a
conversion price set forth in the Note, subject to adjustment as
set forth in the Note. In addition, upon the occurrence and
during the continuation of an Event of Default (as defined in the
Note), the Note will become immediately due and payable and the
Company has agreed to pay to the Purchaser, in full satisfaction
of its obligations thereunder, additional amounts as set forth in
the Note.

The Note contains certain covenants, such as restrictions on: (i)
distributions on capital stock, (ii) stock repurchases, and (iii)
sales and the transfer of assets. The Note also contains certain
anti-dilution provisions that apply in connection with any stock
split, stock dividend, stock combination, recapitalization or
similar transactions. In addition, subject to limited exceptions,
the Purchaser will not have the right to convert any portion of
the Note if the Purchaser, together with its affiliates, would
beneficially own in excess of 4.99% of the number of shares of
the Companys Common Stock outstanding immediately after giving
effect to its conversion.

The foregoing description of the terms of the Note and the
Securities Purchase Agreement do not purport to be complete and
are qualified in their entirety by reference to the provisions of
such agreements, the forms of which are filed as Exhibits 4.1 and
10.1, respectively, to this Current Report on Form 8-K.

Item2.03.Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.

The information required by this Item2.03 is set forth under
Item1.01 above and is hereby incorporated by reference in
response to this Item 2.03.

Item3.02.Unregistered Sales of Equity

The information required by this Item3.02 is set forth under
Item1.01 above and is hereby incorporated by reference in
response to this Item 3.02. The Note, the shares of Common Stock
issuable upon conversion of the Note and the Returnable Shares
were issued without registration under the Securities Act of
1933, as amended (the Securities Act), based on the exemption
from registration afforded by Section 4(a)(2) of the Securities

Item 5.02.Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Rocco Fiorentino resigned from the Companys Board of Directors
effective April 15, 2017. Mr. Fiorentinos resignation was not the
result of any dispute or disagreement with the Company.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit


Convertible Promissory Note


Securities Purchase Agreement, dated April 11, 2017, by and
between Soupman, Inc. and Labrys Fund, LP

About Soupman, Inc. (OTCMKTS:SOUP)

Soupman, Inc. is a manufacturer and seller of soups to grocery chains, educational institutions and its franchisees. The Company manufactures and sells soups in three segments under the brand name, Original Soupman. In the grocery segment, the Company’s soups can be purchased in stores (such as Kroger, Publix, Safeway and HEB). The Company packages its soups in Tetra Recart shelf stable cartons. In the food services segment, the Company sells the Original Soupman soups in bulk frozen heat ‘n serve pouches to its franchisees and licensed locations. The Company is selling heat n’ serve pouches to a national restaurant chain. In the educational segment, it sells its bulk flash-frozen Original Soupman soups and other products to schools and colleges, such as the New York City Public school system. These additional products include vegetarian items, such a Mexicali Beans, Stewed Pinto Beans and Curried Chick Peas with Tomatillos.

Soupman, Inc. (OTCMKTS:SOUP) Recent Trading Information

Soupman, Inc. (OTCMKTS:SOUP) closed its last trading session up +0.0027 at 0.0180 with 199,100 shares trading hands.

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