ARTEC GLOBAL MEDIA, INC. (OTCMKTS:ACTL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Amendment of the Credit Facility Arrangement with TCA
Global Credit Master Fund, LP
As of November 18, 2016, Artec Global Media, Inc. (the
Company) entered into an amendment of the credit facility
arrangement that the Company previously entered into with TCA
Global Credit Master Fund, LP (TCA) on December 24, 2015
(such amendment, the Amendment). As part of the Amendment,
TCA agreed to release an additional $450,000, subject to certain
terms and conditions, of which $300,000 was released as of
December 30, 2016 (the Company used $100,000 of this amount to
supply working capital to Silo Marketing Funding LLC, a Delaware
limited liability company (Silo), which the Company
acquired as described under the heading Acquisition of Silo
Marketing Funding LLC below), with the remaining $150,000 held in
reserve by TCA. The Company has granted TCA a first priority
security interest in all of the Companys assets.
As part of the Amendment, (i) the maturity dates of the three
convertible promissory notes (each in the amount of $105,000)
that the Company issued to TCA on December 24, 2015 were extended
to May 18, 2017, August 18, 2017 and November 18, 2017,
respectively, and (ii) TCA acknowledged and agreed that TCA has
waived any and all defaults and/or events of default that
occurred prior to November 18, 2016, and that none of such waived
defaults or waived events of default shall be the basis, in whole
or in part, for any future default or event of default.
In connection with the Amendment, the Company agreed to pay
certain fees to TCA and certain of its affiliates and, on
December 30, 2016, the Company issued to TCA (i) three
convertible promissory notes (each in the amount of approximately
$66,667) maturing on May 18, 2017, August 18, 2017 and November
18, 2017, respectively, and (ii) one (1) share of Series X
preferred stock of the Company. A description of the Series X
preferred stock of the Company is included under Item 3.03 below.
The Company previously filed as exhibits to the Companys Form
10-K for the fiscal year ended January 31, 2016 copies of the
material definitive agreements that the Company entered into with
TCA on December 24, 2015. Copies of the material definitive
agreements that the Company entered into with TCA as of November
18, 2016 in connection with the Amendment are filed as exhibits
to this Form 8-K.
Acquisition of Silo Marketing Funding LLC
As of December 30, 2016, the Company entered into a Purchase
Agreement (the Purchase Agreement) with Elizabeth
Honeycutt and Peter Corrao (collectively, the Sellers) to
acquire from the Sellers a 50% interest in Silo, including all of
the membership interests in Silo. The Company completed that
acquisition on December 30, 2016. In accordance with the Purchase
Agreement, and as full consideration for the acquisition, on
December 30, 2016 the Company issued to the Sellers 250 shares of
Series S convertible preferred stock of the Company, which, in
the aggregate, may be converted into up to 25% (after giving
effect to such conversion) of the issued and outstanding shares
of the Companys common stock, par value $0.001 per share
(Common Stock), on the date of conversion. A description
of the Series S convertible preferred stock of the Company is
included under Item 3.03 below. In addition, in accordance with
the Purchase Agreement, the Company supplied $100,000 of working
capital to Silo on December 30, 2016, and the Company has agreed
to supply additional working capital to Silo in three separate
installments of $50,000, to be supplied at the end of January
2017, February 2017 and March 2017, respectively. A copy of the
Purchase Agreement is filed as an exhibit to this Form 8-K.
Elizabeth Honeycutt (one of the Sellers) is related to Timothy
Honeycutt, who is a member of the Companys Board of Directors
(the Board). Nevertheless, the negotiation of the Purchase
Agreement was on an arms length basis, and Mr. Honeycutt recused
himself from all deliberations and decisions of the Board related
to the Purchase Agreement and the transactions contemplated
thereby, including, without limitation, the authorization of the
Purchase Agreement, the authorization of the creation of the
Series S convertible preferred stock of the Company, and the
authorization of the issuance of shares of the Series S
convertible preferred stock to Elizabeth Honeycutt.
Silo is in the marketing industry. The Company will disclose a
more comprehensive description of the business of Silo together
with the Companys filing of the required financial statements for
Silo, which filing will be made by appropriate means within 71
calendar days of the filing of this Form 8-K. As of the filing
date of this Form 8-K, the audit of the applicable financial
statements of Silo remains to be completed.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
The disclosures under Item 1.01 above, under the heading
Acquisition of Silo Marketing Funding LLC, are incorporated
hereunder by this reference.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The disclosures under Item 1.01 above, under the heading
Amendment of the Credit Facility Arrangement with TCA Global
Credit Master Fund, LP, are incorporated hereunder by this
reference.
Item 3.02. Unregistered Sales of Equity
Securities.
On November 18, 2016 and December 30, 2016, the Company engaged
in the following unregistered issuances of securities in
connection with the matters disclosed under Item 1.01 above:
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On November 18, 2016, the Company issued to TCA three convertible promissory notes (each in the amount of approximately $66,667) maturing on May 18, 2017, August 18, 2017 and November 18, 2017, respectively, as part of the consideration associated with the credit facility arrangement, as amended, described under Item 1.01 above, under the heading Amendment of the Credit Facility Arrangement with TCA Global Credit Master Fund, LP. Each of those convertible promissory notes is convertible into shares of the Companys Common Stock only upon an event of default under the Companys credit facility arrangement, as amended, with TCA; however, each of those notes provides that TCA will not be entitled to convert the note to the extent that such conversion would cause TCA to beneficially own more than 4.99% of the number of shares of the Companys Common Stock outstanding immediately after giving effect to such conversion. A copy of each of the convertible promissory notes described in this bullet point is filed as an exhibit to this Form 8-K. |
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On December 30, 2016, the Company issued to TCA one (1) share of Series X preferred stock of the Company in connection with, and as part of the consideration for, the credit facility arrangement, as amended, described under Item 1.01 above, under the heading Amendment of the Credit Facility Arrangement with TCA Global Credit Master Fund, LP. The disclosure under Item 3.03 below, which describes the terms of the Series X preferred stock of the Company, is incorporated hereunder by this reference. |
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On December 30, 2016, the Company issued 125 shares of Series S convertible preferred stock of the Company to Peter Corrao and 125 shares of Series S convertible preferred stock of the Company to Elizabeth Honeycutt as consideration for the acquisition of Silo described under Item 1.01 above, under the heading Acquisition of Silo Marketing Funding LLC. The disclosure under Item 3.03 below, which describes the terms of the Series S convertible preferred stock of the Company, is incorporated hereunder by this reference. |
The securities referenced above were issued in reliance upon an
exemption from registration to Section 4(2) of the Securities Act
of 1933, as amended (the Securities Act) and, in each
case, the recipient obtained the securities in question for
investment purposes, without a view to distributing those
securities, and had access to information concerning the Company,
as required by the Securities Act. All of the securities
identified above bear an appropriate restrictive legend.
Item 3.03. Material Modification to Rights of Security
Holders.
Series S Convertible Preferred Stock
Adoption of Certificate of Designation
On December 28, 2016, the Board, by written consent, authorized
the creation (using a portion of the authorized but unissued
shares of blank check preferred stock of the Company) of a series
of 250 shares of preferred stock, par value $0.001 per share,
designated as Series S Convertible Preferred Stock, and, in
connection therewith, adopted the Certificate of Designation,
Preferences and Rights of Series S Convertible Preferred Stock
(the Series S Certificate of
Designation), a copy of which is filed as Exhibit 3.1.1 (and
4.1.1) to this Form 8-K. The Series S Certificate of Designation
was filed with the Office of the Secretary of State of the State
of Nevada on December 29, 2016. On January 6, 2017, the Company,
upon the authorization by written consent of the Board, filed a
Certificate of Correction with the Office of the Secretary of
State of the State of Nevada to correct an inaccuracy in the
Series S Certificate of Designation. A copy of that Certificate
of Correction is also filed as part of Exhibit 3.1.1 (and 4.1.1)
to this Form 8-K.
Voting Rights
When issued, the Series S convertible preferred stock votes
together with the Companys Common Stock, as follows: for each
share of Series S convertible preferred stock held by a holder
thereof, such holder will be entitled (in any stockholders
meeting and in any action to be voted on or consented to by
stockholders of the Company) to the number of votes (and the
voting rights and powers) as such holder would have if such
holder were holding that number of shares of the Companys Common
Stock into which such share of Series S convertible preferred
stock is convertible on such date.
Conversion
Each share of Series S convertible preferred stock is convertible
initially into the number of shares of the Companys Common Stock
equal to 0.1% of the number of shares of the Companys Common
Stock outstanding after giving effect to such conversion.
The description of the Series S convertible preferred stock set
forth above is qualified in its entirety by the copy of the
Series S Certificate of Designation filed as Exhibit 3.1.1 (and
4.1.1) to this Form 8-K.
Series X Preferred Stock
Adoption of Certificate of Designation
On December 28, 2016, the Board, by written consent, authorized
the creation (using a portion of the authorized but unissued
shares of blank check preferred stock of the Company) of a series
of one (1) share of Preferred Stock, par value $0.001 per share,
designated as Series X Preferred Stock, and, in connection
therewith, adopted the Certificate of Designation, Preferences
and Rights of Series X Preferred Stock (the Series X
Certificate of Designation), a copy of which is filed as
Exhibit 3.1.2 (and 4.1.2) to this Form 8-K. The Series X
Certificate of Designation was filed with the Office of the
Secretary of State of the State of Nevada on December 29, 2016.
Voting Rights
Solely upon the occurrence and continuation of an event of
default under the Companys credit facility arrangement, as
amended, with TCA, the holder of the one (1) share of Series X
preferred stock would be entitled to vote on all matters subject
to a vote or written consent of the holders of the Companys
Common Stock. In the event that the holder of the one (1) share
of Series X preferred stock is so entitled to vote, that one (1)
share of Series X preferred stock would entitle the holder
thereof to that number of votes equal to the number of issued and
outstanding shares of the Companys Common Stock and all other
securities, as of the applicable date of determination, on a
fully diluted basis, plus one (1) vote, it being the
intent that the holder of the one (1) share of Series X preferred
stock shall have effective voting control of the Company upon the
occurrence and continuation of an event of default under the
Companys credit facility arrangement, as amended, with TCA.
The description of the Series X preferred stock set forth above
is qualified in its entirety by the copy of the Series X
Certificate of Designation filed as Exhibit 3.1.2 (and 4.1.2) to
this Form 8-K.
Item 5.01. Changes in Control of Registrant.
As a result of the Companys issuance of the one (1) share of
Series X preferred stock to TCA as disclosed under Items 1.01 and
3.02 hereof, TCA will, solely upon the occurrence and
continuation of an event of default under the Companys credit
facility arrangement, as amended, with TCA, be entitled to
exercise voting control of the Company. The disclosures under
Items 1.01 and 3.02 hereof that describe the issuance of the one
(1) share of Series X preferred stock to TCA are incorporated
hereunder by this reference.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective as of January 5, 2017, the Board (excluding Timothy
Honeycutt, who recused himself from the Board vote), by a
unanimous vote taken at a special telephonic meeting on that
date, appointed Timothy Honeycutt to serve in the capacity of
Vice President and Chief Operating Officer of the Company until
the earliest of his removal by the Board, his resignation or his
death.
Mr. Honeycutt, 42, is an influential media driver whose
entrepreneurial vision has helped improve the sales of multiple
companies. Mr. Honeycutt purchased his first business, a
franchise of ORECK Vacuum LLC, at the age of 21, and grew the
business to 6 locations over a period of 15 years. Mr. Honeycutt
took his media expertise to a national level, creating television
and radio spots for multiple companies and helping to
significantly increase their sales. Mr. Honeycutt was appointed
to the Board on April 29, 2016 and serves as Chair of the Boards
Compensation Committee.
In connection with Mr. Honeycutts appointment to the Board in
April 2016, the Company previously issued to him a convertible
promissory note in the original principal amount of $25,000,
maturing 3 years from the date of issuance, accruing interest at
a rate of 12.0% per annum and convertible into shares of the
Companys Common Stock at a 40.0% discount to the market price of
those shares. The Company did not enter into any new or
additional compensation arrangements with Mr. Honeycutt in
connection with his appointment as Vice President and Chief
Operating Officer of the Company.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. |
Description of Exhibit |
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3.1.1 (and 4.1.1) |
Certificate of Designation, Preferences and Rights of |
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3.1.2 (and 4.1.2) |
Certificate of Designation, Preferences and Rights of |
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10.1 |
Amendment No. 1 to Senior Secured Revolving Credit Facility |
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10.2 |
Convertible Promissory Note, dated November 18, 2016 (in |
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10.3 |
Convertible Promissory Note, dated November 18, 2016 (in |
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10.4 |
Convertible Promissory Note, dated November 18, 2016 (in |
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10.5 |
Amendment No. 1 to Convertible Promissory Note, dated as of |
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10.6 |
Amendment No. 1 to Convertible Promissory Note, dated as of |
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10.7 |
Amendment No. 1 to Convertible Promissory Note, dated as of |
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10.8 |
Purchase Agreement, dated as of December 30, 2016, among |
About ARTEC GLOBAL MEDIA, INC. (OTCMKTS:ACTL)
Artec Global Media, Inc., formerly Artec Consulting Corp., is a marketing firm. The Company provides online marketing and reporting solutions, including lead generation, performance media, affiliate marketing, and other related Web services and consultation. Its segments include online marketing and media services. It owns or accesses targeted databases and utilizes technology to create local, regional and national marketing campaigns on demand providing clients with the ability to acquire new customers. It runs advertisements or other forms of marketing messages and programs through multiple channels, such as e-mail, direct mail, social media, short message service (SMS), radio and telecommunication to create responders for client offerings. Its marketing services include affiliate and performance marketing, display advertising, e-mail marketing, lead generation, creative design and consulting services. It is also engaged in the student loan debt consultation business. ARTEC GLOBAL MEDIA, INC. (OTCMKTS:ACTL) Recent Trading Information
ARTEC GLOBAL MEDIA, INC. (OTCMKTS:ACTL) closed its last trading session 00.00000 at 0.00010 with 7,035,000 shares trading hands.