Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): June 27, 2007 (July 3,
2007)
|
Innovo
Group Inc.
|
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of
Incorporation)
|
|
0-18926
|
11-2928178
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| 5901
South Eastern Avenue, Commerce, California |
90040
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(323)
837-3700
|
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
N/A
|
|
(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):
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
June
27, 2007, Innovo Group Inc. (the “Company”) entered into Securities
Purchase Agreements (the “Agreements”) with two “Accredited Investors,” as
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the “Investors” and “Securities Act”) for the sale of an aggregate of (i)
1,600,000 shares of its common stock at a purchase price of $1.25 per share;
and
(ii) warrants to purchase an additional 480,000 shares of its common stock
at an
exercise price of $1.36 per share. The aggregate purchase price of the shares
was approximately $2,000,000 initially and approximately $2,652,000 assuming
the
full exercise of all of the warrants issued in connection with the private
placement. The Company intends to use the proceeds solely for general working
capital purposes.
In
connection with the private placement, each of the Investors entered into
substantially identical Agreements and Warrants to Purchase Shares of Common
Stock (the “Warrant”) with the Company which include customary representations,
warranties and indemnification provisions. The Agreements further provide the
Investors with certain registration rights whereby the Company agreed to prepare
and file with the Securities and Exchange Commission (“SEC”) a registration
statement for the resale of the shares and the shares underlying the Warrants
within 60 days from the closing date. Under the Agreement, the Company granted
to the Investors certain preemptive rights to participate in future offerings,
as well as certain rights to future payments in the event of certain future
issuances of convertible debt, equity, warrants or options at less than the
exercise price of the Warrants.
The
Warrants issued in connection with the private placement have a term of 5 years
and are first exercisable on December 25, 2007. The Warrants contain a cashless
or net-share exercise feature whereby the Investor can elect to receive an
amount of shares less that number of shares equal in market value to the
aggregate exercise price.
Each
Investor represented to the Company that they are an “Accredited Investor,” as
that term is defined in Rule 501(a) of Regulation D under the Securities Act.
The common stock and warrants were offered and sold to each Investor in reliance
upon an exemption from registration under Rule 506 of Regulation D the
Securities Act. In connection with the Agreement and the Warrants, Pacific
Wave
Partners Limited acted as a financial advisor to the Company and was a paid
a
success fee of $20,000.
The
foregoing matters are further described in a press release issued by the Company
on June 28, 2007, a copy of which is filed herewith as Exhibit 99.1 and
incorporated herein by reference. The preceding descriptions of the Agreements
and Warrant are summaries of the material terms of the agreements and do not
purport to be complete, and are qualified in their entirety by the copy of
the
agreement which are filed herewith as Exhibit 4.1 and 4.2 respectively and
incorporated herein by reference.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
Please
see the disclosure in Item 1.01 above incorporated herein by reference for
the
required disclosure under Item 3.02.
ITEM
9.01 Financial
Statements and Exhibits
(d) Exhibits.
|
Exhibit
Number
|
Description
|
| |
|
| 4.1 |
Form
of Securities Purchase Agreement |
| |
|
| 4.2 |
Form
of Warrant to Purchase Shares of Common Stock
|
| |
|
| 99.1 |
Press
Release dated June 28, 2007
|
| |
|
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 thereunto
duly authorized.
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|
|
| |
INNOVO
GROUP INC.
(Registrant)
|
|
|
|
| Date: July
3,
2007 |
By: |
/s/ Marc
Crossman |
| |
Marc
Crossman
Chief
Executive Officer, President, Chief Financial Officer and
Director
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
|
| |
|
Exhibit
Index
|
Exhibit
Number
|
Description
|
| |
|
|
4.1
|
Form
of Securities Purchase Agreement
|
| |
|
| 4.2 |
Form of Warrant to Purchase Shares of
Common
Stock |
| |
|
| 99.1 |
Press Release dated June 27,
2007 |
| |
|