Cool Holdings, Inc. (NASDAQ: AWSM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November 29, 2018, Cool Holdings Inc. (the “Company”) closed a private placement of 12% unsecured convertible notes (the “Notes”) in which it raised gross proceeds of $1,220,000. The Notes mature 12 months after issuance and are convertible into shares of the Company’s common stock (the “Conversion Shares”) beginning six months after the date of issuance at $4.40 per share.Interest on the Notes is payable in shares of common stock of the Company at the same rate at the earlier of conversion or maturity.Investors in the Notes also received a warrant to purchase one-half of one share of common stock for each Conversion Share issuable under the notes at an exercise price of $4.40 per share (each full warrant, a “Warrant”). The Warrants are exercisable beginning six months after issuance and expire 36 months from the date of issuance and up to 138,638 common shares of the Company are issuable on exercise of the Warrants. The Notes and Warrants were issued to a subscription agreement.
The Notes were issued offshore to Rule 903 of Regulation S under the United States Securities Act of 1933, as amended.
The foregoing is a summary of certain material terms and conditions of the Notes, the Warrants, and the Subscription Agreements and are not a complete discussion of such agreements. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the form of Notes, the form of Warrants, and the form Subscription Agreements attached to this Current Report on Form 8-K in Exhibits 4.1, 4.2 and 10.1 respectively, and incorporated herein by reference.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 3.02. |
Unregistered Sales of Equity Securities. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Cool Holdings, Inc. ExhibitEX-4.1 2 awsm-ex41_6.htm EX-4.1 awsm-ex41_6.htm Exhibit 4.1 THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here