Agritech Worldwide, Inc. (OTCMKTS:FBER) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 5, 2017, Agritech Worldwide, Inc. (the Company) and GKS
Funding LLC, as administrative agent under the Loan Agreement (as
defined below) (GKS Funding) entered into a Cooperation Agreement
(the Cooperation Agreement) in connection with a loan (the Loan)
made to the Company to that certain Loan and Security Agreement,
dated as of February 1, 2017 (as amended and in effect from time
to time, the Loan Agreement), between the Company, the Lenders
party thereto and GKS Funding. As previously reported, on March
31, 2017, the Company received a notice of default from GKS
Funding stating that the Company was in default of the Loan for
failure to make a scheduled interest payment on the Loan that was
due on March 31, 2017. If such failure described above was not
cured within the 15-day cure period, which was April 15, 2017,
the Lenders (through GKS Funding, as administrative agent under
the Loan Agreement) intended to exercise all rights and remedies
available to them under the Loan Agreement, related note and
applicable law, which included foreclosing on the collateral
under the Loan Agreement.
As of the date of the Cooperation Agreement, the outstanding
balance of the Companys obligations under the Loan Agreement was
approximately $1,011,800, plus accrued and accruing legal fees
and expenses. Over the past several months, the Company has
experienced significant operating losses and has been unable to
raise additional capital in order to pay the expenses necessary
to continue to operate its business. For the same reason, the
Company was unable to pay interest on the Loan on March 31, 2017
(the Existing Default).
As a result of the foregoing, and after considering all options,
the Board of Directors of the Company determined that the Company
will not have sufficient funds to cure the Existing Default on or
before April 15, 2017. In addition, given the inability to raise
additional capital to fund ongoing operations, the Company also
determined that it would be unable continue to operate as a going
concern. Thus, the Company determined that it was in the best
interests of all constituents and the Company to cooperate with
GKS Funding and its exercise of remedies.
to the Cooperation Agreement, the Company and GKS Funding agreed
as follows: (i) the Company waived the 15-day cure period with
respect to the Existing Default immediately upon execution of the
Cooperation Letter and GKS Funding has the right to exercise its
remedies under the Loan Agreement and applicable law with respect
to such event of default, including, without limitation, by
scheduling and conducting a sale of all of the collateral under
the Loan Agreement on or about April 17, 2017 (the UCC Sale);
(ii) GKS Funding agreed to fund loans to the Company up to the
date of the UCC Sale to permit the Company to pay the Budgeted
Expenses (as defined in the Cooperation Agreement) as and when
due with this new loan, which is (a) secured by a first priority
security interest in all of the real and personal assets,
property, fixtures, rights and interests of the Company, (b)
shall have priority in payment over the Loan made to the Loan
Agreement; and (c) shall be repaid, before any other payments are
made by the Company, out of the first cash proceeds of the
collateral received by the Company; and (iii) the Company
consented to fully cooperate with GKS Funding in connection with
the UCC Sale, as well as the exercise by GKS Funding of any of
its other right and remedies in connection therewith.
The foregoing description of the Cooperation Agreement is
qualified in its entirety by reference to a copy of such
agreement, which is attached hereto as Exhibit 10.1 and which is
incorporated by reference herein.
Item 2.04. Triggering Events That Accelerate or Increase
a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 2.04 and made
a part hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNo. | Description | |
| 10.1 |
Cooperation Agreement by and between Agritech Worldwide, Inc. and GKS Funding LLC, dated April 5, 2017 |
|
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 00.0000 at 0.0106 with 20,967 shares trading hands.