UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ORGANIC TO GO FOOD CORPORATION
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
68618K106
(CUSIP Number)
Inventages Wealth Management Inc.
Attn.: Mr. Wolfgang Reichenberger
Winterbotham Place, Marlborough & Queen Streets
P.O.Box N-3026
Nassau, The Bahamas
Telephone: +1 242 327 8278
(Name, address and telephone number of person
authorized to receive notices and communications)
September 5, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
CUSIP No. 68618K106
1. Names of Reporting Persons
INVENTAGES WEALTH MANAGEMENT INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION THE BAHAMAS
NUMBER OF 7. SOLE VOTING POWER 0
SHARES 8. SHARED VOTING POWER 17,011,906*
BENEFICIALLY 9. SOLE DISPOSITIVE POWER 0
OWNED BY EACH 10. SHARED DISPOSITIVE POWER 17,011,906*
REPORTING PERSON
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,011,906*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%**
14. TYPE OF REPORTING PERSON
CO
----------------------
*Includes convertible promissory notes convertible into 4,333,334 Shares
(as defined herein) and warrants exercisable into 5,535,715 Shares.
** See Item 5.
SCHEDULE 13D/A
CUSIP No. 68618K106
1. Names of Reporting Persons
W. HEALTH L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION THE BAHAMAS
NUMBER OF 7. SOLE VOTING POWER 0
SHARES 8. SHARED VOTING POWER 17,011,906*
BENEFICIALLY 9. SOLE DISPOSITIVE POWER 0
OWNED BY EACH 10. SHARED DISPOSITIVE POWER 17,011,906*
REPORTING PERSON
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,011,906*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%**
14. TYPE OF REPORTING PERSON
PN
----------------------
*Includes convertible promissory notes convertible into 4,333,334 Shares
(as defined herein) and warrants exercisable into 5,535,715 Shares.
** See Item 5.
SCHEDULE 13D/A
CUSIP No. 68618K106
1. Names of Reporting Persons
WOLFGANG REICHENBERGER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION AUSTRIA
NUMBER OF 7. SOLE VOTING POWER 0
SHARES 8. SHARED VOTING POWER 17,011,906*
BENEFICIALLY 9. SOLE DISPOSITIVE POWER 0
OWNED BY EACH 10. SHARED DISPOSITIVE POWER 17,011,906*
REPORTING PERSON
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,011,906*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%**
14. TYPE OF REPORTING PERSON
IN
----------------------
*Includes convertible promissory notes convertible into 4,333,334 Shares
(as defined herein) and warrants exercisable into 5,535,715 Shares.
** See Item 5.
SCHEDULE 13D/A
CUSIP No. 68618K106
1. Names of Reporting Persons
GUNNAR WEIKERT
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS N/AC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION GERMANY
NUMBER OF 7. SOLE VOTING POWER 0
SHARES 8. SHARED VOTING POWER 17,011,906*
BENEFICIALLY 9. SOLE DISPOSITIVE POWER 0
OWNED BY EACH 10. SHARED DISPOSITIVE POWER 17,011,906*
REPORTING PERSON
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,011,906*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1%**
14. TYPE OF REPORTING PERSON
IN
----------------------
*Includes convertible promissory notes convertible into 4,333,334 Shares
(as defined herein) and warrants exercisable into 5,535,715 Shares.
** See Item 5.
Item 1. Security and Issuer
This Amendment No.1 to Schedule 13D (this "Amendment") amends and restates the
Schedule 13D originally filed by the Reporting Persons (as defined below) on
July 7, 2008 (the "Schedule 13D") with respect to the shares of the common stock
of Organic To GO Food Corporation par value $0.001 per share (the "Shares"), a
Delaware corporation (the "Issuer"),. Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Schedule 13D. The
principal executive offices of the Issuer are located at 3317 Third Avenue South
Seattle, Washington 98134.
As some of the securities beneficially owned by the Reporting Persons are
convertible promissory notes convertible into Shares and warrants exercisable
into Shares, the figures in this statement are shown on an as converted basis,
unless otherwise indicated.
Item 2. Identity and Background.
(a) - (c), (f) The following are the names of the reporting persons (the
"Reporting Persons"), the place of organization, principal business, and address
of the principal business or office of each Reporting Person:
(1) Inventages Wealth Management Inc. ("Inventages") is a corporation
organized under the laws of The Bahamas, with a principal business address at
Inventages Wealth Management Inc.; attn.: Wolfgang Reichenberger, Winterbotham
Place, Marlborough & Queen Streets, P.O.Box N-3026, Nassau, The Bahamas.
Inventages and invests primarily in life sciences, consumer goods and food &
beverages.
(2) W.Health L.P. ("W.Health") is a limited partnership organized under the
laws of The Bahamas, with a principal business address at W.Health L.P.; attn.:
Wolfgang Reichenberger, Winterbotham Place, Marlborough & Queen Streets, P.O.Box
N-3026, Nassau, The Bahamas. W.Health invests primarily in life sciences,
consumer goods and food & beverages.
(3) Wolfgang Reichenberger ("Reichenberger") is an Austrian citizen residing
in The Bahamas, with a principal business address at 1 Harbourside, Unit 6
Cloister Drive, Paradise Island, The Bahamas.
(4) Gunnar Weikert ("Weikert") is a German citizen residing in Switzerland,
with a principal business address at La Dullive 4, 1196 Gland, Switzerland.
Inventages in its capacity as the general partner of W.Health has the voting and
dispositive power over the Shares directly and beneficially owned by W.Health.
As a result, Inventages may be deemed to indirectly beneficially own the Shares
beneficially owned by W.Health. Messrs. Reichenberger and Weikert are the [sole]
general partners and directors of Inventages. Consequently, they may be deemed
to indirectly beneficially own the Shares beneficially owned by W.Health.
Messrs. Reichenberger and Weikert disclaim beneficial ownership of such Shares.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition of the Shares beneficially owned by the Reporting Persons was
funded by the Reporting Persons from their working capital.
Item 4. Purpose of Transaction.
The February 2008 Private Placement
On February 19, 2008, W.Health entered into a Securities Purchase
Agreement with the Issuer for the acquisition of:
(i) 7,142,857 Shares for an aggregate price of $10 million;
(ii) a warrant exercisable into 4,285,715 Shares at an exercise price
of $2.50 (subject to adjustment under certain circumstances); and
(iii) a conditional warrant to purchase Shares at an exercise price of
$0.001 per share (subject to adjustment under certain circumstances) (the
"Conditional Warrant"). The Conditional Warrant is exercisable into a number of
Shares equal to twenty percent (20%) of the total number of shares of capital
stock on a fully diluted basis and may be exercised on a cashless basis. The
conditions under which the Conditional Warrant is exercisable are, among others:
the Issuer's failure to become listed on The NASDAQ Stock Market or the American
Stock Exchange on or before February 27, 2011, the Issuer's failure to maintain
listing on The NASDAQ Stock Market or the American Stock Market for certain
specified time periods or if the Issuer is acquired by or merges with another
unaffiliated entity for consideration to the Issuer of an amount equal to or
less than $2.50 per share before February 27, 2013. The Conditional Warrant will
expire upon the earlier of any of these events and February 27, 2013.
The Issuer filed a registration statement on Form S-1 with the
Securities and Exchange Commission (the "SEC") on May 2, 2008 covering the
resale of the Shares purchased by W. Health, which became effective on May 13,
2008.
The foregoing description of the February 2008 Private Placement, the
Securities Purchase Agreement, the Registration Rights Agreement, the warrant
and the Conditional Warrant does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the provisions of these documents
filed as Exhibits (see Item 7), which are incorporated herein by reference.
The June 2008 Debt Financing
On June 1, 2008, the Issuer and W.Health entered into a Note and Warrant
Purchase Agreement (the "Note and Warrant Purchase Agreement") relating to the
sale of (i) a $5 million convertible promissory note convertible into Shares
(the "Note") and (ii) a warrant to purchase 625,000 Shares (the "Warrant") at an
exercise price equal to $3.00 (subject to certain adjustments) (the "First Debt
Financing"). As part of the First Debt Financing, the Issuer is afforded the
option to sell to W.Health an additional $5 million in convertible promissory
notes and exercisable warrants, under similar term and conditions to the terms
and conditions of the Note and Warrant, for a period of nine months following
the closing. The closing of the First Debt Financing occurred on June 17, 2008.
The Note will automatically convert into Shares upon the earliest to occur
of its maturity date and the date upon which the closing price of the Shares on
the trading market on which it is listed or quoted on is and has been $3.00 per
share (subject to adjustments) or more on each trading day during a period of 60
consecutive calendar days preceding such date.
If the Note has not been previously automatically converted as stated
above, then all (but not less than all) of the outstanding principal amount of
the Note may be converted at the election of W.Health at any time before its
maturity date for such number of Shares as determined by the following formula:
A/10,000,000*4,333,333 where A equals the principal amount of this Note.
The Issuer and W.Health also entered into Registration Rights Agreements
under which the Issuer is required to file with the SEC an initial registration
statements covering the resale of the Shares issuable upon the conversion of any
outstanding Notes and the exercise of any outstanding Warrants (as applicable)
within ninety days following such conversion or exercise (whichever is
applicable) (collectively, the "Registration Statements"). The Issuer is
required to use its best efforts to cause the Registration Statements to be
declared effective by the SEC as soon as possible after they are filed.
The foregoing description of the Note and Warrant Purchase Agreement,
the Notes, the Warrants and the Registration Rights Agreements does not purport
to be complete and is subject to, and qualified in its entirety by reference to,
the provisions of these documents filed as Exhibits (see Item 7), which are
incorporated herein by reference.
Purposes of the Reporting Persons. The Shares reported herein as
beneficially owned by the Reporting Persons are held for investment purposes.
The Reporting Persons intend to review on a continuing basis their investment in
the Shares and take such actions with respect to such investment, as they deem
appropriate in light of the circumstances existing from time to time. Such
actions could include, among other things, subject to applicable laws,
purchasing additional Shares. The Reporting Persons could also determine to
dispose of the Shares, in whole or in part, at any time, subject to applicable
laws. Any such decision would be based on an assessment by the Reporting Persons
of a number of different factors, including, without limitation, the business,
prospects and affairs of the Issuer, the market for the Shares, the condition of
the securities markets, general economic and industry conditions and other
opportunities available to the Reporting Persons.
Except as may be provided otherwise herein, none of the Reporting Persons
has any present plans or proposals which relate to or would result in any of the
actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
The September 2008 Additional Issuance Of Convertible Promissory Notes and
Exercisable Warrants
On September 5, 2008, the Issuer issued to W.Health an additional $2.0
million convertible note (the "Second Note") and a warrant to purchase 250,000
Shares (the "Second Warrant") pursuant to the terms of the Note and Warrant
Purchase Agreement (the "Second Debt Financing").
The October 2008 Additional Issuance Of Convertible Promissory Notes and
Exercisable Warrants
On October 3, 2008, the Issuer issued to W.Health a $3.0 million
convertible note (the "Third Note") and a warrant to purchase 375,000 shares of
Common Stock (the "Third Warrant") pursuant to the terms of the Note and Warrant
Purchase Agreement (the "Third Debt Financing").
Item 5. Interest in Securities of the Issuer.
(a), (b) Percentages are based on 39,903,543 Shares outstanding as of June
30, 2008 (as reported by the Issuer in its Report on Form 10-Q filed with the
Securities and Exchange Commission on August 14, 2008) and the 9,869,049 Shares
(on an as converted basis) beneficially owned by the Reporting Persons (in the
aggregate).
As of November 24, 2008:
W.Health is the direct holder of 17,011,906 Shares (including the notes
convertible into 4,333,334 Shares and warrants exercisable into 5,535,715
Shares) representing approximately 34.1% of the Shares outstanding.
By virtue of the relationships described in Item 2 above, Inventages and
Messrs. Reichenberger and Weikert may be deemed to indirectly beneficially own
the Shares beneficially owned by W.Health. Messrs. Reichenberger and Weikert
disclaim beneficial ownership of such Shares.
(c) Except as set forth in Item 4, within the last 60 days, the
Reporting Persons have not effected any transactions in the Shares.
(d) Except as set forth in this Item 5, no person other than the Reporting
Persons is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
None, except as described under Item 4 above, which is incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement (1)
Exhibit 2 Securities Purchase Agreement dated February 19, 2008 (2)
Exhibit 3 Registration Rights Agreement dated February 19, 2008 (3)
Exhibit 4 Deferred Registration Rights Agreement dated
February 19, 2008 (4)
Exhibit 5 Form of Warrant (5)
Exhibit 6 Form of Conditional Warrant (6)
Exhibit 7 Note and Warrant Purchase Agreement (7)
Exhibit 8 Form of Note (8)
Exhibit 9 Form of Warrant (9)
Exhibit 10 Note Registration Rights Agreement (10)
Exhibit 11 Warrant Registration Rights Agreement (11)
Exhibit 12 Form of Second Note (12)
Exhibit 13 Form of Second Warrant (13)
Exhibit 14 Form of Third Note (14)
Exhibit 15 Form of Third Warrant (15)
(1) Filed as Exhibit 1 to the Schedule 13D filed with the SEC on
July 7, 2008, and incorporated herein by reference.
(2) Filed as Exhibit 10.1 to the Issuer's report on Form 8-K filed with
the SEC on February 25, 2008, and incorporated herein by reference.
(3) Filed as Exhibit 10.2 to the Issuer's report on Form 8-K filed with
the SEC on February 25, 2008, and incorporated herein by reference.
(4) Filed as Exhibit 10.3 to the Issuer's report on Form 8-K filed with
the SEC on February 25, 2008, and incorporated herein by reference.
(5) Filed as Exhibit 10.4 to the Issuer's report on Form 8-K filed with
the SEC on February 25, 2008, and incorporated herein by reference.
(6) Filed as Exhibit 10.5 to the Issuer's report on Form 8-K filed with
the SEC on February 25, 2008, and incorporated herein by reference.
Schedule 13D
CUSIP NO. 68618K106
(7) Filed as Exhibit 10.2 to the Issuer's report on Form 8-K filed with
the SEC on June 4, 2008, and incorporated herein by reference.
(8) Filed as Exhibit 10.3 to the Issuer's report on Form 8-K filed with
the SEC on June 4, 2008, and incorporated herein by reference.
(9) Filed as Exhibit 10.4 to the Issuer's report on Form 8-K filed with
the SEC on June 4, 2008, and incorporated herein by reference.
(10) Filed as Exhibit 10.5 to the Issuer's report on Form 8-K filed with
the SEC on June 4, 2008, and incorporated herein by reference.
(11) Filed as Exhibit 10.6 to the Issuer's report on Form 8-K filed with
the SEC on June 4, 2008, and incorporated herein by reference.
(12) Filed as Exhibit 10.1 to the Issuer's report on Form 8-K filed with
the SEC on September 5, 2008, and incorporated herein by reference.
(13) Filed as Exhibit 10.2 to the Issuer's report on Form 8-K filed with
the SEC on September 5, 2008, and incorporated herein by reference.
(14) Filed as Exhibit 10.1 to the Issuer's report on Form 8-K filed with
the SEC on October 3, 2008, and incorporated herein by reference.
(15) Filed as Exhibit 10.2 to the Issuer's report on Form 8-K filed with
the SEC on October 3, 2008, and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 24, 2008
INVENTAGES WEALTH MANAGEMENT INC.
/s/ Gunner Weikert /s/ Wolfgang Reichenberger
---------------------- --------------------------
Gunnar Weikert Wolfgang Reichenberger
W.HEALTH LP.
/s/ Wolfgang Reichenberger
--------------------------
Wolfgang Reichenberger
GUNNAR WEIKERT
/s/ Wolfgang Reichenberger
--------------------------
Gunnar Weikert
WOLFGANF REICHENBERGER
/s/ Wolfgang Reichenberger
------------------------------
Wolfgang Reichenberger