INTELLINETICS, INC. (OTCMKTS:INLX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On October 22, 2017, the Company issued the following convertible promissory notes (each, a “Note” and collectively, the “Notes”):
| ● | Convertible Promissory Note in favor of Michael N. Taglich, in the original principal amount of $77,320, with an original issue discount of $2,320, and an effective date of September 21, 2017; and |
| ● | Convertible Promissory Note in favor of Robert F. Taglich, in the original principal amount of $77,320, with an original issue discount of $2,320, and an effective date of September 21, 2017. |
Robert F. Taglich and Michael N. Taglich each beneficially own more than five percent (5%) of the Company’s outstanding shares of Common Stock.
The Notes evidence each Investor’s respective advance of $75,000 to the Company on September 21, 2017, in connection with the Bridge Loans. Each Note matures on September 21, 2018 (the “Maturity Date”), and bears interest at the rate of 8% per annum until maturity, with interest beginning to accrue six months following the stated effective date and becoming payable quarterly. Any amounts not paid when due under each Note will accrue interest at the annual rate of 12% until paid. Each Note is convertible at the holder’s option at any time prior to repayment, into shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) at the conversion price of $0.30 per share. Each Note is also exchangeable at the holder’s option, on a dollar-for-dollar basis, for any securities or other consideration issued by the Company in connection with any equity financing, merger, or other change of control transaction consummated by the Company while the Note remains outstanding. The Company intends to use the proceeds of the Notes for working capital, general corporate purposes, and debt repayment.
to the Notes, each Investor also received warrants to purchase 75,000 shares of Common Stock at an exercise price of $0.30 per share (the “Warrants”), with an expiration date of September 22, 2022. The Company issued an aggregate of 150,000 Warrants to the Investors as a group.
The foregoing summary of the terms and conditions of the Notes and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Convertible Promissory Note attached as Exhibit 10.1 hereto and the Form of Warrant attached as Exhibit 10.2 hereto, each of which is hereby incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On October 22, 2017, the Company executed and delivered the Notes, in the aggregate principal amount of $154,640, as described in Item 1.01 of this Report, which description is incorporated herein by reference.
On October 22, 2017, the Company issued an aggregate of 150,000 Warrants to the Investors, as described in Item 1.01 of this Report, which description is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information provided in Item 1.01 of this Amended Report is hereby incorporated by reference into this Item 3.02. The issuances of the Notes and the Warrants were exempt from the requirements of the Securities Act of 1933, as amended, to an exemption provided by Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
INTELLINETICS, INC. ExhibitEX-10.1 2 ex10-1.htm THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
