Agritech Worldwide, Inc. (OTCMKTS:FBER) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Agritech Worldwide, Inc. (the Company) previously announced that
on February 17, 2017, Jonathan Kahn, the Chief Executive Officer
of the Company, and Morris Garfinkle, the Chairman of the Board
of Directors of the Company (the Board), and the Garfinkle
Revocable Trust filed a Schedule 13D with the Securities and
Exchange Commission, which, among other things, described a term
sheet (the Term Sheet), which was annexed to the Schedule 13D,
that they had presented to the Companys Special Committee of the
Board. The Term Sheet is for a proposed convertible preferred
stock financing relating to the potential issuance by the Company
of shares of up to $6,000,000 but not less than $4,000,000 of a
newly-created series of preferred stock of the Company. As
proposed, such newly-created preferred stock would be convertible
into up to a maximum of 75% of the Companys equity (on a
fully-diluted basis) and would be entitled, as a class, to
designate three of the five directors of the Company.
On March 14, 2017, Messrs. Kahn and Garfinkle and the Garfinkle
Revocable Trust determined to terminate discussions with the
Company with respect to the Term Sheet and the potential
investment contemplated thereby, and the Company was notified of
such determination.
Due to the Companys ongoing liquidity needs, on March 15, 2017,
the Company entered into a promissory note with Mr. Kahn and Mr.
Garfinkle as the lenders in the original principal amount of
$56,000 (the Promissory Note). The Promissory Note accrues
interest at a rate per annum equal to 5%. Accrued and unpaid
interest on the outstanding principal is payable monthly in
arrears on the last business day of each month in which any
amount remains outstanding under the Promissory Note. The
principal amount, together with all accrued and unpaid interest
thereon, is required to be repaid to the lenders out of the
proceeds received from the accounts receivable of the Company
collected after March 15, 2017, immediately upon such receipt.
The loan under the Promissory Note is secured by all of the
assets of the Company to a Security Agreement and a Patent
Security Agreement.
The proceeds of the Promissory Note were used by the Company to
primarily fund payroll and to pay employee health insurance
premiums and a critical vendor of the Company.
As a condition to the making of the loan under the Promissory
Note, the lenders under a loan agreement entered into by the
Company on February 1, 2017 (which lenders included Mr. Kahn and
Mr. Garfinkle through GKS Funding), which is the senior secured
debt of the Company, were required to enter into a subordination
agreement with the Company and Mr. Kahn and Mr. Garfinkle (the
Subordination Agreement). The Subordination Agreement made the
Promissory Note the senior secured debt of the Company.
The foregoing descriptions of the Promissory Note, the Security
Agreement, the Patent Security Agreement and the Subordination
Agreement are qualified in their entirety by reference to copies
of the Promissory Note, the Security Agreement, the Patent
Security Agreement and the Subordination Agreement, which are
attached hereto as Exhibits 10.1,10.2, 10.3 and 10.4,
respectively, and which are hereby incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference herein and made a part
hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNo. | Description | |
| 10.1 | Promissory Note | |
| 10.2 | Security Agreement | |
| 10.3 | Patent Security Agreement | |
| 10.4 | Subordination Agreement |
About Agritech Worldwide, Inc. (OTCMKTS:FBER)
Agritech Worldwide, Inc., formerly Z Trim Holdings, Inc., is an agricultural technology company. The Company owns existing, and seeks to develop new, products and processes that convert generally available agricultural by-products into multi-functional all-natural ingredients that can be used in food manufacturing and other industries. Its products cater to food and nutritional beverage industry, including fat-free, low-fat, reduced-fat and full-fat, across meats, baked goods, dairy and non-dairy products, snacks, beverages, dressings, sauces and dips. Its industrial products division focuses on the manufacture, marketing and sales of products designed specifically for industrial applications, including oil drilling fluids, petroleum coke, charcoal briquettes, hydraulic fracturing, and paper and wood adhesives. Its product portfolio of multifunctional food ingredients includes Corn Z Trim (both genetically modified organism (GMO) and non-GMO) and Oat Z-Trim. Agritech Worldwide, Inc. (OTCMKTS:FBER) Recent Trading Information
Agritech Worldwide, Inc. (OTCMKTS:FBER) closed its last trading session down -0.0009 at 0.0110 with 326 shares trading hands.