ACCELERIZE INC. (OTCBB:ACLZ) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE |
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ITEM 2.03 |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN |
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ITEM 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES. |
On November 29, 2016, Accelerize Inc. (the Company) entered into
a settlement agreement and release (the Settlement Agreement)
with Jeff McCollum (McCollum) to settle pending litigation
between the Company and McCollum in the Superior Court of the
State of California related to McCollums termination as an
executive officer of the Company on September 8, 2014.
Also on November 29, 2016, the Company entered into (i) an
amendment (the Amendment) of its loan and security agreement
dated May 5, 2016 (the Loan Agreement) with SaaS Capital Funding
II, LLC (the Lender) and (ii) an amendment (the Agility
Amendment) of its loan agreement dated March 11, 2016 (the
Agility Loan Agreement) with Agility Capital II, LLC (Agility).
The Amendment permits the Company to use future Loan Agreement
advances from time to time of up to $2,200,000 for payment of the
settlement amount due to McCollum, and contains other amendments
to the Loan Agreement necessary to permit the Company to enter
into the Settlement Agreement. The Company shall pay an amendment
fee to the Lender of $10,000 per month commencing December 15,
2016, and continuing each month thereafter until November 15,
2017. As of November 29, 2016, the Company owed $6,900,000 under
the Loan Agreement. The Agility Amendment extends the maturity
date of the Agility Loan Agreement from March 31, 2017 to
December 31, 2017 and contains other amendments to the Agility
Loan Agreement necessary to permit the Company to enter into the
Settlement Agreement. A $100,000 loan modification fee will be
added to the outstanding balance owing to Agility. As of November
29, 2016, after giving effect to the foregoing, the Company owed
$600,000 under the Agility Loan Agreement.
In connection with the Amendment, the Company issued to SaaS
Capital Partners II, LP, an affiliate of the Lender, a warrant
(the Warrant) to purchase up to 200,000 shares of the Company’s
common stock at an exercise price of $0.36 per share subject to
certain adjustments for dividends, splits or reclassifications.
The Warrant is exercisable until the earlier of (i) November 29,
2026, or (ii) 5 years from the date the Companys equity
securities are first listed for trading on NASDAQ. In connection
with the Agility Amendment, the Company issued to Agility a
warrant (the Agility Warrant) to purchase up to 187,500 shares of
the Company’s common stock at an exercise price of $0.40 per
share subject to certain adjustments for dividends, splits or
reclassifications. The Agility Warrant is exercisable until
November 29, 2021. Each of the Warrant and the Agility Warrant
was issued under the exemption provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.
The Settlement Agreement provides that McCollum will surrender to
the Company a stock certificate representing 1,890,000 shares of
the Companys Common Stock owned by him (the Shares) and for
dismissal with prejudice of the cross-complaint and action
against the Company brought by McCollum (together, the Conditions
Precedent). Upon satisfaction of the Conditions Precedent, the
Company will pay to McCollum a total of $2,700,000 (the
Settlement Amount). $1,000,000 of the Settlement Amount, of which
the Companys insurance carrier will contribute $500,000, will be
paid within 30 days of McCollum satisfying the Conditions
Precedent, but not prior to January 2, 2017. The remaining
$1,700,000 of the Settlement Amount will be paid in 48 equal
monthly installments (the Installment Payments) starting on the
later of July 1, 2017, or the date of satisfaction of the
Conditions Precedent. In addition, the Settlement Agreement
includes a stipulated judgment which will not be filed or
executed upon unless the Company defaults on the Installment
Payments and fails to cure its default and which will be
destroyed and be of no force and effect upon satisfaction of the
Installment Payments. McCollum was granted a subordinated
security interest in Company assets in the event the Company
files or has filed against it a voluntary or involuntary
bankruptcy petition. The Settlement Agreement also includes an
acceleration clause in the event of a change of control of the
Company and other customary releases and covenants.
The descriptions of the Settlement Agreement, Amendment, Warrant,
Agility Amendment and Agility Warrant are not complete and are
subject to and qualified in their entirety by reference to the
Settlement Agreement, Amendment, Warrant, Agility Amendment and
Agility Warrant, copies of which are filed as Exhibits 10.1,
10.2, 4.1, 10.3 and 4.2 respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. The
description of the Loan Agreement is not complete and is subject
to and qualified in its entirety by reference to the Loan
Agreement, a copy of which is filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed on May 5, 2016, and is
incorporated herein by reference. The description of the Agility
Loan Agreement is not complete and is subject to and qualified in
its entirety by reference to the Agility Loan Agreement, a copy
of which is filed as Exhibit 10.36 to the Companys Annual Report
on Form 10-K filed on March 17, 2016, and is incorporated herein
by reference.
The Company previously cancelled McCollums options to purchase up
to 6,600,000 shares of the Companys common stock at exercise
prices of $0.15 or $0.31 per share. The Company intends to cancel
the 1,890,000 Shares and thereafter the Companys issued and
outstanding common stock will decrease by approximately 3%.
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ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
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(d) |
Exhibits |
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4.1 |
Form of Warrant to Purchase Stock issued November 29, 2016 |
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4.2 |
Form of Warrant to Purchase Stock issued November 29, 2016 |
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10.1 |
Confidential Settlement Agreement and Release, dated |
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10.2 |
First Amendment to Loan and Security Agreement, dated |
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10.3 |
First Amendment to Loan Agreement, dated November 29, 2016, |
About ACCELERIZE INC. (OTCBB:ACLZ)
Accelerize Inc. owns and operates CAKE and getcake.com, a marketing technology that provides a suite of marketing intelligence tools. The Company’s software-as-a service (SaaS) is an enterprise solution, which provides online tracking and analytics solutions for advertisers and online marketers. The Company provides software solutions for businesses interested in optimizing their digital advertising spend. The Company’s CAKE for Advertisers allows brands to track, attribute and optimize digital marketing campaigns in real-time. The Company’s CAKE SaaS marketing platform is used by various companies and customer-base of enterprise performance marketing networks and advertisers. Its CAKE platform supports multiple languages and currencies so online marketers can track the performance of their marketing campaigns and target their digital spend on a global scale. The Company’s CAKE allows users to qualify their leads using business rules, reducing the number of fraudulent leads. ACCELERIZE INC. (OTCBB:ACLZ) Recent Trading Information
ACCELERIZE INC. (OTCBB:ACLZ) closed its last trading session up +0.010 at 0.400 with 24,100 shares trading hands.