hopTo Inc. (OTCMKTS:HPTO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Exchange Transaction
Consistent with its prior disclosures in its annual report on Form 10-K, on May 21, 2018, hopTo Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of existing warrants originally issued on June 17, 2013 and January 7, 2014 (the “Existing Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Existing Warrants were exercisable for an aggregate of 564,556 shares of the Company’s Common stockand have a weighted average exercise price of approximately $10.77.
to the Exchange Agreement, the Company agreed to exchange the Existing Warrants held by the Holders for new warrants exercisable for an aggregate 564,556 shares of the Company’s Common Stock, having an exercise price of $0.01 per share and a five year term (the “New Warrants”). The Exchange Agreement provides for a full release of all claims by the Holders related to damages (including liquidated damages) related to alleged failures by the Company to file or maintain certain registration statements, and also includes representations and warranties, covenants and conditions customary in agreements of this type. The transactions contemplated by the Exchange Agreement closed on May 21, 2018. Accordingly, the Existing Warrants have been canceled and the New Warrants issued to the Holders.
The foregoing descriptions of the Exchange Agreement and the New Warrants are qualified entirely by reference to the Exchange Agreement and the Form of Warrant, which are attached hereto as Exhibits 10.1 and 4.1, respectively.
The New Warrants issued to the Exchange Agreement were, in each case, exchanged to exemptions from the registration requirements afforded by Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Registration Rights Agreement
On May 21, 2018, in connection with the Exchange Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holders to which, among other things, the Company agreed to file a registration statement to register for resale the shares of Common Stock issuable upon the exercise of the New Warrants. The Company is required to cause the registration statement to be declared effective under the 1933 Act as soon as practicable. The Company also agreed, among other things, to indemnify the investors under the registration statement from certain liability and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, which is attached hereto as Exhibit 4.2.
Item 3.02 Unregistered Sales of Equity Securities.
The information relating to the exchange of securities to the Exchange Agreement disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this report:
hopTo Inc. ExhibitEX-4.1 2 ex4-1.htm THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
About hopTo Inc. (OTCMKTS:HPTO)
hopTo Inc. is a developer of software productivity products for mobile devices, such as tablets and smartphones, and application publishing software solutions. The Company’s product line, which is called hopTo, is marketed to small and medium sized businesses, and enterprise level customers under the name hopTo Work, which is its primary focus in the hopTo product line. hopTo provides mobile end-users with a productivity workspace for their mobile devices that allows them to manage, share, view and edit their documents, regardless of where they are stored. The hopTo Work builds upon the hopTo consumer product, bringing its core mobile productivity features to small- to medium-sized business (SMB)/Enterprise users, with additional security and manageability functions. The Company’s GO-Global product offerings can be categorized into various product families, such as GO-Global for Windows, GO-Global for UNIX and GO-Global Client.