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 11, 2008
Phantom
Fiber Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-15627
(Commission
File
Number)
|
042451506
(I.R.S.
Employer
Identification
Number)
|
144
Front
Street, Suite 580, Toronto, Ontario, Canada M5J 2L7
(Address
of principal executive offices) (zip code)
(416)
703-4007
(Registrant's
telephone number, including area code)
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
2.03 Creation of a Direct Financial Obligation
On
January 31, 2008, the Registrant concluded the negotiations for the extension
of
its Senior Secured Note and on February 11, 2008, the final agreements were
delivered to the Holder. The amendments are to its outstanding Senior Unsecured
Note (the “Amended Note”) in the principal amount of $2,642,000 originally
entered into on January 6, 2006. The Holder of the Amended Note, Victory Park
Master Fund, Ltd., (the “Holder”) agreed to an extension of the due date until
May 31, 2008. In exchange for waiving interest due and any technical defaults
of
the original Registration Rights Agreement and in exchange for the extension
of
the due date and the cancellation of the Class A Warrants to purchase up to
2,642,000 $0.001 par value common stock of the Registrant for an exercise price
of $1.50 per share, the Registrant agreed to issue 900,000 restricted common
shares to the Holder. The agreements also provide for the early prepayment
of
the Amended Note at a discount under certain circumstances. The revised interest
rate of the Amended Note is 12% annually and the amendment also provides for
the
Holder to be granted a security interest in all of the Registrant’s
assets.
Item
3.02
Unregistered Sale of Equity Securities
See
the
discussion under Item 2.03 above relating to the sale of 900,000 shares of
common stock. The Registrant relied on Section 4(2) of the Securities Act of
1933 for the exemption from registration for the issuance of the
securities.
Item
9.01
Financial Statements and Exhibits
| Exhibit: |
10.1
Amended Note
|
10.2
Note
Amendment Agreement
10.3
Side
Letter Agreement
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
|
| |
Phantom
Fiber Corporation |
|
|
|
| Dated:
February 11, 2008 |
By: |
/s/
Jeffrey Halloran |
| |
Name:
Jeffrey Halloran |
| |
Title:
President, Chief Executive Officer, and
Director
|