FRANKLY INC. (OTCMKTS:FLKKF) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03
On August 31, 2016, Frankly Inc. (the “Company” or “we”) had entered into (i) a $14.5 million credit facility to a credit agreement, as amended on December 20, 2016, March 30, 2017, May 25, 2017, October 25, 2017 and December 27, 2017 (the “Credit Agreement”) with Raycom Media, Inc. (“Raycom”) and (ii) a share purchase agreement, as amended on December 20, 2016, March 30, 2017, May 25, 2017, October 25, 2017 and December 27, 2017 (the “Raycom SPA”) with Raycom to which we issued 150,200 common shares in exchange for a promissory note previously issued by us to Raycom. See the section “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—The August 2016 Refinancing” in the registration statement on Form 10, filed with the Securities and Exchange Commission on August 7, 2017, for a description of the Credit Agreement and the Raycom SPA.
Section 2.1.3 of the Credit Agreement provides that upon our request, and at Raycom’s discretion, the $14.5 million Maximum Amount (as defined in the Credit Agreement) of the loan balance under the Credit Agreement may be increased by up to $1.5 million. By letter dated March 9, 2018, we made a request to Raycom to increase the Maximum Amount of the loan balance under the Credit Agreement by $1 million and on March 13, 2018, Raycom provided us with an additional $1 million of funding under the Credit Agreement, bringing the total amount provided to us under the Credit Agreement to $15.5 million. The above discussion of the Credit Agreement and Raycom SPA is qualified in its entirety by reference to the full agreements, as amended, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7.
In connection with the increase in the Maximum Amount of the loan balance under the Credit Agreement described in Item 1.01 of this Current Report, the Company issued a press release on March 16, 2018. This press release is attached to this Current Report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Share Purchase Agreement, dated August 31, 2016 by and between Frankly Inc. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.11 to Form S-1 (Registration No. 333-214578) filed November 10, 2016) |
| 10.2 | Credit Agreement, dated August 31, 2016 by and between Frankly Inc. and Raycom Media, Inc. (Incorporated by reference from Exhibit 10.10 to Amendment No. 1 to Form S-1 (Registration No. 333-214578) filed January 11, 2017) |
| 10.3 | Amendment to the Credit Agreement and SPA, dated December 20, 2016 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.5 to Amendment No. 1 to Form S-1 (Registration No. 333-214578) filed January 11, 2017) |
| 10.4 | Amendment to Credit Agreement, SPA and Raycom Warrant, dated March 30, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.27 to Amendment No. 3 to Form S-1 (Registration No. 333-214578) filed April 18, 2017) |
| 10.5 | Amendment to Credit Agreement, SPA and Raycom Warrant, dated May 25, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.30 to Amendment No. 7 to Form S-1 (Registration No. 333-214578) filed June 2, 2017) |
| 10.6 | Amendment to Credit Agreement and SPA, dated October 25, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.6 to Form 8-K filed October 27, 2017) |
| 10.7 | Amendment to Credit Agreement and SPA, dated December 27, 2017 by and between Raycom Media, Inc. and Frankly Inc. (Incorporated by reference from Exhibit 10.7 to Form 8-K filed January 3, 2018) |
| 99.1 | Press Release |
Frankly Inc ExhibitEX-99.1 2 ex99-1.htm Exhibit 99.1 Frankly Receives Additional Funding Under Credit Agreement SAN FRANCISCO,…To view the full exhibit click here