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):
February 27, 2008
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))
Item
1.01 Entry into a Material Definitive Agreement
The
information set forth in Item 3.02 below is incorporated herein by
reference.
Item
3.02 Unregistered Sale of Equity Securities
On
February 27, 2007, Organic To Go Food Corporation (the “Company”) closed the
$10.0 million private placement (the “Private Placement”) previously disclosed
in a Current Report on Form 8-K filed by the Company on February 25, 2008.
The
Private Placement was conducted pursuant to Section 4(2) of the Securities
Act
of 1933, as amended, and Regulation S promulgated thereunder.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Directors.
Effective
February 27, 2008, the Board of Directors of the Company appointed Gunnar
Weikert as director of the Company. Dr. Weikert serves as director of Inventages
Whealth Management, Inc., a General Partner of the Investor.
Other
than as disclosed in this Current Report, there are no arrangements or
understandings between Dr. Weikert and any other persons pursuant to which
he was appointed as director. There are no family relationships among
Dr. Weikert and the directors or executive officers of the Company.
Other
than as disclosed in this Current Report, Dr. Weikert is not a party to any
transactions with the Company that require disclosure pursuant to Item 404(a)
of
Regulation S-K.
As
compensation for his services as director of the Company for the year ending
December 31, 2008, Dr. Weikert will receive a director’s fee of $10,000, which
he will donate to a charity. In addition, upon approval by the Board
of Directors of the Company, Dr. Weikert will receive a ten year option to
purchase 83,333 shares of common stock of the Company. The options will have
an
exercise price equal to the fair market value of the Company’s common stock on
the date of grant and will vest monthly in equal installments over a two year
period beginning on February 27, 2008 and ending on February 27, 2010, with
the
first installment vesting on March 27, 2008.
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 4, 2008
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By:
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/s/
Jason Brown
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Jason
Brown
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Chief
Executive Officer
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