INTELLINETICS, INC. (OTCMKTS:INLX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
On September 20, 2018, and September 26, 2018, the Company entered into note purchase agreements (the “Purchase Agreements”) with certain accredited investors (the “Investors”), to which it sold an aggregate principal amount of $1,300,000 in 8% Subordinated Convertible Notes (“Notes”), convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a conversion price of $0.13 per share (the “Offering”). The Company intends to use the net proceeds for working capital and general corporate purposes, including without limitation, debt reduction.
The Notes, together with any accrued and unpaid interest, become due and payable on December 31, 2020 (the “Maturity Date”). Interest on the Notes will accrue at the rate of 8% per annum, payable quarterly in cash, beginning on January 2, 2019 and on the Maturity Date. Any overdue quarterly payment shall accrue interest at the rate of 10.0%. Any overdue principal and accrued and unpaid interest at maturity shall entail a late fee at an interest rate of 12% per annum. The Notes will be convertible into Common Stock at a conversion price of $0.13 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s Common Stock.
Of the Notes sold, a Note with a principal amount of $200,000 was sold to Michael N. Taglich, a beneficial owner of more than 10% of the Company’s Common Stock. A Note with a principal amount of $200,000 was also sold to an account beneficially owned by Robert F. Taglich, a beneficial owner of more than 10% of the Company’s Common Stock.
The Company retained Taglich Brothers, Inc. (the “Placement Agent”) as the exclusive placement agent for the Offering. In connection with the Offering, the Company paid the Placement Agent a cash payment of $104,000, which represented an 8% commission of the gross proceeds. The Company has also committed to reimburse the Placement Agent for reasonable out of pocket expenses, FINRA filing fees and related legal fees in an amount of up to $20,000. In addition, the Placement Agent earned warrants to purchase 800,000 shares of Common Stock, which represented 8% of the shares of Common Stock into which the Notes sold in the Offering are convertible (the “Placement Agent Warrants”), which have an exercise price of $0.18 per share, will be exercisable for a period of five years, contain customary cashless exercise and anti-dilution protection and are entitled to piggy-back registration rights. The Placement Agent has certain material relationships with the Company: Robert Schroeder is a Director of the Company and also the Vice President of Investment Banking at the Placement Agent; Michael Taglich is a beneficial owner of more than 10% of the Company’s Common Stock and also the Co-Founder, President & Chairman of the Placement Agent; and Robert Taglich is a beneficial owner of more than 10% of the Company’s Common Stock and also the Co-Founder and Managing Director of the Placement Agent.
The Notes and Placement Agent Warrants sold in the Offering were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The Investors are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.
The foregoing descriptions of the Purchase Agreement, Notes, and Placement Agent Warrants are qualified in their entirety by reference to the full text of the Purchase Agreement, Notes, and Placement Agent Warrants, which are incorporated by reference as exhibits 10.1-10.3, respectively, hereto.
Item 9.01 Financial Statements and Exhibits
INTELLINETICS, INC. ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 Intellinetics,…To view the full exhibit click here
