Friday, March 06, 2009 8:35:56 PM
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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.
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