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): March 6, 2009
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employee Identification
No.)
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3317
Third Avenue South
Seattle,
Washington 98134
(Address
of Principal Executive Offices) (Zip Code)
(206)
838-4670
(Registrant’s
Telephone Number)
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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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As
previously disclosed in a Current Report on Form 8-K filed
by Organic To Go Food Corporation (the “Company”) on February 20,
2009, the Company closed the transactions contemplated by that certain Note
Purchase Agreement, dated February 11, 2009 (the “Note Purchase Agreement”), by
and between the Company and W.Health L.P., a limited partnership organized under
the laws of the Bahamas (the “Investor”), pursuant to which, among other
things, the Company sold a $5.0 million secured convertible promissory to the
Investor (the “Debt Financing”). A summary of the material terms of the Debt
Financing was previously disclosed in a Current Report on Form 8-K filed by the
Company on February 11, 2009, which is incorporated herein by
reference.
Pursuant
to the Note Purchase Agreement, Dr. Bogdan von Rueckmann was appointed as a
member of the Board of Directors of the Company to be effective not less than
ten (10) days after the mailing of a Schedule 14F-1 to the stockholders of the
Company. The Schedule 14F-1 was mailed to the Company’s stockholders
on February 24, 2009, and Dr. von Rueckmann’s appointment as a member of the
Board of Directors became effective on March 6, 2009.
Dr.
Bogdan von Rueckmann is a partner of Inventages Whealth Management, Inc., the
general partner of the Investor, which is a controlling stockholder of the
Company.
There are
no family relationships among Dr. von Rueckmann and the directors or executive
officers of the Company.
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.
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ORGANIC
TO GO FOOD CORPORATION
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Date:
March 6, 2009
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By:
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/s/
Michael Gats
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Michael
Gats
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Chief
Financial Officer
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