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): December 16, 2012
DNA BRANDS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-53086 26-0394476
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
506 N.W. 77th Street
Boca Raton, Florida, 33487
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (954) 978-8401
N/A
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(Former name or former address if changed since last report)
Check 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-14(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 3.02. Unregistered Sales of Equity Securities
Between December 16, 2012 and April 16, 2013 the Company sold 3,199,999
shares of its common stock to private investors.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 in connection with the issuance of these shares. The
persons who acquired these shares were sophisticated investors and were provided
full information regarding the Company's business and operations. There was no
general solicitation in connection with the offer or sale of these securities.
The persons who acquired these shares acquired them for their own accounts. The
certificates representing these shares will bear a restricted legend providing
that they cannot be sold except pursuant to an effective registration statement
or an exemption from registration. No commission was paid to any person in
connection with the issuance of these shares.
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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: April 16, 2013
DNA BRANDS, INC.
By: /s/ Darren M. Marks
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Darren M. Marks, President