FRANKLY INC. (OTCMKTS:FLKKF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August 31, 2016, 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 and October 25, 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 and October 25, 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.
On December 27, 2017, we further amended the Raycom SPA and the Credit Agreement (the “Raycom Amendment”), to which Raycom and we agreed to extend (i) the time periods for increasing the size of our board of directors to seven from December 31, 2017 to March 31, 2018 and (ii) the period for commencement of the Total Leverage Ratio and Interest Coverage Ratio covenants (as such terms are defined in the Credit Agreement) from the calendar quarter ending December 31, 2017 to the calendar quarter ending March 31, 2018.
The description of the Raycom SPA, the Credit Agreement and the Raycom Amendment above 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 Raycom Amendment described in Item 1.01 of this Current Report, the Company issued a press release on January 3, 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 (File Number 000-55821) 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. |
| 99.1 | Press Release |
Frankly Inc ExhibitEX-10.7 2 ex10-7.htm Frankly Media,…To view the full exhibit click here
