Grandparents.com, Inc. (OTCMKTS:GPCM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on September 15, 2016, Grandparents.com,
Inc. (the Company) and VB Funding, LLC (the
Lender) entered into a securities purchase
agreement (the Preferred Stock Purchase
Agreement), to which the Company agreed to provide the
Lender with the right to purchase a total of 1,500,000 shares of
the Companys Series D Convertible 12% Preferred Stock, par value
$0.01 per share (the Series D Preferred), for an
aggregate purchase price of $1,000,000, convertible into an
aggregate of 1,833,000,000 shares of the Companys common stock,
par value $0.01 per share (the Common Stock), as
may be adjusted from time to time as provided in the Series D COD
(as defined below). Among other conditions to the closing of the
sale of shares of the Series D Preferred, the Company agreed to
file a Certificate of Designation, Preferences and Rights of
Series D Convertible 12% Preferred Stock (the Series D
COD). The closing of the sale of Series D Preferred
occurred on December 21, 2016.
The foregoing description of the Preferred Stock Purchase
Agreement is not complete and is subject to, and qualified in its
entirety by, the full text of the Preferred Stock Purchase
Agreement, which is attached to this Current Report as Exhibit
10.1 and is incorporated herein by reference.
Item 3.01Material Modification to Rights of Security
Holders
to the terms of the Preferred Stock Purchase Agreement, the
parties agreed that the Company would offer to the holders of its
Series C Redeemable Convertible 7.5% Preferred Stock, par value
$0.01 per share (the Series C Preferred), the
option to convert their shares of the Series C Preferred into
shares of Common Stock at a discounted rate of $0.05 per share of
Series C Preferred, such option to be exercisable for a period of
30 days.
On December 21, 2016, the Company filed a certificate of
amendment (the Certificate of
Amendment) to its Certificate of Designation,
Preferences and Rights of Series C Redeemable Convertible 7.5%
Preferred Stock (the Series C COD) with the
Secretary of State of the State of Delaware to reduce the
conversion price of the Series C Preferred from $0.20 per share
of Series C Preferred to $0.05 per share of Series C Preferred
beginning on December 21, 2016 and ending on January 21, 2017.
The foregoing description of the Certificate of Amendment is not
complete and is subject to, and qualified in its entirety by, the
full text of the Certificate of Amendment, which is attached to
this Current Report as Exhibit 3.1 and is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity
Securities.
On December 21, 2016, the Company filed the Series D COD with the
Secretary of State of the State of Delaware setting forth the
rights, powers and preferences of the Series D Preferred. Each
share of Series D Preferred has a stated value of $0.666667 (the
Stated Value). Each share of Series D Preferred
is convertible, at any time at the option of the holder, into
1,222 fully paid and non-assessable shares of Common Stock,
subject to adjustment. Each share of Series D Preferred earns
dividends at the rate of 12% of the Stated Value plus all unpaid
accrued and accumulated dividends thereon (the Accruing
Dividends).The Accruing Dividends are cumulative and
accrue on a per annum basis, whether or not declared and whether
or not there are funds legally available for the payment of
dividends, and are payable in cash on a quarterly basis. The
Series D Preferred has a liquidation preference over Common
Stock, and voting rights equal to the number of shares of Common
Stock into which such Series D Preferred is convertible. Holders
vote together with the holders of Common Stock as a single class.
Holders are entitled to elect by majority vote (with each share
of Series D Preferred Stock entitled to one vote), voting as a
separate class, five of the seven members of the Board of
Directors of the Company.
The foregoing description of the Series D COD does not purport to
be complete and is qualified in its entirety by reference to the
Series D COD filed as Exhibit 3.2 and incorporated herein by
reference.
In issuing the securities described above, the Company relied
upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder as the transactions did not involve a public offering
and the securities were acquired for investment purposes only and
not with a view to or for sale in connection with any
distribution thereof.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
Effective December 21, 2016, each of Mr. Mel Harris, Mr. Louis
Karol and Dr. Robert Cohen, M.D. resigned from the Board of
Directors of the Company (the Board), its
subsidiaries and all committees thereof.
(d)
Also on December 21, 2016, the Board appointed each of Mr.
Clement S. Dwyer, Jr., Mr. Andrew Foote and Ms. Veronica Alvarez
Dowling to the Board, effective immediately, each to hold office
until the next annual meeting of the stockholders of the Company,
until his or her respective successor is duly elected and
qualified, or until his or her resignation or removal.
The Company has entered into indemnification agreements with each
of Mr. Clement S. Dwyer, Jr., Mr. Andrew Foote and Ms. Veronica
Alvarez Dowling, the form of which is attached hereto as Exhibit
10.2 and incorporated herein by reference.
There are no arrangements or understandings between any of Mr.
Clement S. Dwyer, Jr., Mr. Andrew Foote and Ms. Veronica Alvarez
Dowling and any other person to which each such individual was
selected as a director. Except as disclosed below, the Company is
not aware of any transactions in which any of Mr. Clement S.
Dwyer, Jr., Mr. Andrew Foote or Ms. Veronica Alvarez Dowling has
an interest requiring disclosure under Item 404(a) of Regulation
S-K.
Ms. Alvarez Dowling is the spouse of Vincent J. Dowling, Jr., the
Manager of VB Funding, LLC. The Company is party to that certain
Amended and Restated Credit Agreement (the AR Credit
Agreement), dated as of September 15, 2016, by and
between the Company and VB Funding, LLC, which provides for two
advances in an aggregate amount not to exceed $2,950,000, to be
made in addition to advances previously extended to the Company.
As of December 21, 2016, the Company had $9,375,083.32 aggregate
principal outstanding under the AR Credit Agreement. The
indebtedness bears interest at the following rates per annum: 1%
for the first year, 2% for the second year, 3% for the third
year, 12% for the fourth year and 15% thereafter.
The Company is additionally party to two securities purchase
agreements with VB Funding, LLC: (i) a Securities Purchase
Agreement, dated September 15, 2016, to which VB Funding, LLC
purchased 70,000,000 shares of common stock of the Company, at a
price per share of $0.015, for an aggregate purchase price of
$1,050,000, and (ii) a Securities Purchase Agreement, dated
September 15, 2016, to which VB Funding, LLC purchased 1,500,000
shares of Series D Convertible 12% Preferred Stock of the
Company, initially convertible into an aggregate of 1,833,000,000
shares of common stock of the Company, for a total price of
$1,000,000.
The Company is also party to that certain letter agreement, dated
June 30, 2015, by and between the Company and Vanbridge LLC, to
which Vanbridge LLC agreed to provide certain introductory
services to the Company in consideration for an annual fee of
$150,000. Mr. Clement S. Dwyer, Jr. serves as a director of
Vanbridge Holdings, the parent of Vanbridge LLC. Ms. Alvarez
Dowling serves as an officer of Dowling Hales, LLC, a subsidiary
of Vanbridge LLC.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
Reference is made to Items 3.01 and 3.02 of this Current Report
on Form 8-K, each of which are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 |
Certificate of Amendment to the Certificate of Designation, Preferences and Rights of Series C Redeemable Convertible 7.5% Preferred Stock, dated as of December 21, 2016. |
|
| 3.2 |
Certificate of Designation, Preferences and Rights of Series D Convertible 12% Preferred Stock, dated as of December 21, 2016. |
|
| 10.1 |
Securities Purchase Agreement, dated as of September 15, 2016, by and between Grandparents.com, Inc. and VB Funding, LLC (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2016). |
|
| 10.2 | Form of Indemnification Agreement. |
About Grandparents.com, Inc. (OTCMKTS:GPCM)
Grandparents.com, Inc. owns and operates the Grandparents.com Website. As a membership organization and social media community, the Company connects grandparents, seniors and boomers to differentiated, discounted products and services. The Company’s Website offers content on health and wellbeing, relationships and finances, as well as other topics, such as recipes and travel tips. The Company’s Website is primarily a social media platform targeting active, involved grandparents. Along with its Website, the Company’s membership association, the American Grandparents Association (AGA) was formed to unite grandparents, boomers and seniors. Members of the AGA have access to a range of benefits, including discounts on products and services. AGA members can access community features of the Company’s offerings, including discussions, blogs, games and content, as well as other products and services, which are offered exclusively to AGA members. Grandparents.com, Inc. (OTCMKTS:GPCM) Recent Trading Information
Grandparents.com, Inc. (OTCMKTS:GPCM) closed its last trading session 00.00000 at 0.00200 with shares trading hands.