EVINE Live Inc. (NASDAQ:EVLV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On September 14, 2016, EVINE Live Inc. (the Company) entered into
Securities Purchase Agreements (the Purchase Agreements) with
certain accredited investors to which it agreed to sell (i)
shares of the Companys common stock, (ii) warrants to purchase
shares of the Companys common stock, and (iii) certain options
(Options) to purchase additional shares of, and warrants to
purchase shares of, the Companys common stock. We previously
disclosed the details of this transaction (the Transaction) by
current report on Form 8-K filed September 15, 2016.
Subsequent to our entry into the Purchase Agreements, we entered
into amendments with each purchaser in the Transaction in order
to amend the registration rights provisions related to warrants
issuable upon exercise of the options (the Option Warrants). A
copy of the form of Purchase Agreement amendments is provided as
Exhibit 10.1 to this Current Report on Form 8-K.
Following the amendments, we are now required to file a
registration statement covering shares of common stock underlying
the Option Warrants (the Option Warrant Shares) within 30 days
following the earlier of (i) the expiration date of the Options
sold through the Transaction, or (ii) the exercise of all of the
Options sold through the Transaction (the earlier date being the
Required Filing Date). We are now required to make such
registration statement effective no later than 90 days following
the Required Filing Date (120 days in the event of a full review
of such registration statement). We are required to keep the
registration statement effective until the earlier of the second
anniversary of the closing of the Transaction or such time as all
registrable securities may be sold to Rule 144 under the
Securities Act of 1933 without the need for current public
information or other restriction. If the Company is unable to
comply with any of the above covenants, it will be required to
pay liquidated damages to the investors in the amount of 1% of
the value of the unregistered Option Warrant Shares, based on the
average daily closing price of the Companys stock for every 30
days until such non-compliance is cured (subject to a 12% cap),
with such liquidated damages payable in cash.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Form of Securities Purchase Agreement Amendments |
About EVINE Live Inc. (NASDAQ:EVLV)
EVINE Live Inc. is a digital commerce company. The Company operates through the digital commerce retailing segment. The Company offers a mix of brands directly to consumers in an engaging and informative shopping experience through television (TV), online and mobile devices. It operates an around the clock television shopping network, EVINE Live, which is distributed primarily on cable and satellite systems, through which the Company offers brand products in the categories of jewelry and watches, home and consumer electronics, beauty, and fashion and accessories. In addition, it offers a collection of men’s and women’s watches from classic to modern designs. It features home decor, bed and bath textiles, cookware, kitchen electrics, mattresses, tabletop accessories and home furnishings. Its beauty assortment features a range of skincare, cosmetics, hair care, and bath and body products. It also offers a range of apparel, outerwear, intimates, handbags, accessories and footwear. EVINE Live Inc. (NASDAQ:EVLV) Recent Trading Information
EVINE Live Inc. (NASDAQ:EVLV) closed its last trading session up +0.04 at 1.68 with 70,662 shares trading hands.
