COPSYNC, INC. (NASDAQ:COYN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
|
Entry into a Material Definitive Agreement.
|
Securities Purchase Agreement (Purchase Agreement) with an
institutional investor (the Lender), to which the Company issued
to the Lender a secured convertible promissory note in the
aggregate principal amount of $330,000 (the Note) for an
aggregate purchase price of $300,000 and a warrant with a term of
five years to purchase up to 825,000 shares of common stock of
the Company at an exercise price of $0.345 per share (the
Warrant).
per annum. All principal and accrued interest under the Note is
due on April 6, 2018 and is convertible into shares of the
Companys common stock at a conversion price equal to $0.20,
subject to adjustment upon the occurrence of certain events. The
Note includes customary events of default including non-payment
of the principal or accrued interest due on the Note. Upon an
event of default, all obligations under the Note will become
immediately due and payable and the Company will be required to
make certain payments to the Lender.
into a security agreement, dated as of April 6, 2017, with the
Lender (the Security Agreement) to which the Company granted a
security interest in certain account receivables of the Company
to secure the Companys obligations under the Note.
dated as of April 6, 2017, with the Lender (the Registration
Rights Agreement) to which the Company agreed to register all of
the shares of Common Stock issuable upon the exercise of the
Warrant and conversion of the Note on a registration statement to
be filed with the Securities and Exchange Commission within 30
calendar days following the closing date of the offering and to
cause the registration statement to be declared effective under
the Securities Act of 1933, as amended (the Securities Act) as
soon as possible.
the Purchase Agreement, the Security Agreement and the
Registration Rights Agreement are subject to, and qualified in
their entirety by, the agreements and instruments attached hereto
as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3, respectively, which
are incorporated by reference herein.
|
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
the Note, the Warrant, the Purchase Agreement and the related
agreements is incorporated herein by reference.
|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
the issuance of the Note and the Warrant is incorporated herein
by reference. The issuance of the Note and the Warrant was made
in reliance upon the exemption from the registration requirements
of the Securities Act of 1933, as amended (the Act), to Section
4(a)(2) of the Act.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
Exhibit No.
|
Description
|
|
|
4.1
|
Form of Secured Convertible Promissory Note issued to
Lender |
|
|
4.2
|
Form of Common Stock Purchase Warrant
|
|
|
10.1
|
Securities Purchase Agreement, dated as of April 6, 2017,
by and among the Company and the Lender |
|
|
10.2
|
Security Agreement, dated as of April 6, 2017, by and among
the Company and the Lender |
|
|
10.3
|
Registration Rights Agreement, dated as of April 6, 2017,
by and among the Company and the Lender |
About COPSYNC, INC. (NASDAQ:COYN)
COPsync, Inc. operates a law enforcement mobile data information system in the United States. The Company provides COPsync Network service, which is a real-time, in-car information sharing, communication and data interoperability network, which is delivered through software as a service. The Company offers the COPsync911 threat alert service for use in schools, hospitals, day care facilities, Government office buildings and other facilities. The COURTsync service enables judges and court personnel to instantly send emergency alerts directly to the closest law enforcement officers in their patrol vehicles and to the local 911 dispatch center, from any computer within the facility. The Company also augments other services with its own law enforcement in-car video system, named VidTac. The Company’s VidTac is an in-vehicle video system, software driven, digital in-car video system for law enforcement. COPSYNC, INC. (NASDAQ:COYN) Recent Trading Information
COPSYNC, INC. (NASDAQ:COYN) closed its last trading session 00.000 at 0.205 with 237,619 shares trading hands.