MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of the
Registrant.
On June 8, 2017, Micronet Enertec Technologies, Inc. (the
Company) and its wholly owned subsidiary, Enertec Electronics Ltd
(collectively, the Borrowers), entered into a Supplemental
Agreement (the Supplemental Agreement) with YA II PN, Ltd. (YA
II), a Cayman Island exempt limited partnership and an affiliate
of Yorkville Advisors Global, LLC, whereby YA II agreed to lend
the Company $600,000 to a secured promissory note (the Note). The
outstanding principal balance of the Note shall bear interest at
7% per annum. The Note matures on December 31, 2018 and the
Company shall make payments of $100,000 on September 30, 2018 and
$500,000 on December 31, 2018 owed under the Note. The Note,
along with the June 2016, October 2016 and December 2016 Notes
(each as defined below) held by YA II, is secured by a pledge of
shares of Micronet Ltd. owned by Enertec Electronics Ltd.
In conjunction with the issuance of the Note, the Borrowers and
YA II agreed to amend the terms of the promissory notes issued by
the Company to YA II dated June 30, 2016 (the June 2016 Note),
October 28, 2016 (the October 2016 Note) and December 22, 2016
(the December 2016 Note), respectively. to the Supplemental
Agreement, the June 2016 Note was amended to (i) extend the
maturity date to December 31, 2017 and (ii) amend the repayment
schedule owed under such note such that $150,000 shall be payable
by the Borrowers on each of October 10, 2016, May 1, 2017,
September 30, 2017 and December 31, 2017 (provided, however, that
the Company has previously repaid the October 10, 2016 and May 1,
2017 payments). to the Supplemental Agreement, the October 2016
Note was amended to (i) extend the maturity date to March 31,
2018 and (ii) amend the repayment schedule such that on May 1,
2017 the Borrowers shall make a payment of $150,000 (provided,
however, that the Company has previously repaid the May 1, 2017
payment), on September 30, 2017 the Borrowers shall make a
payment of $100,000, on December 31, 2017 the Borrowers shall
make a payment of $150,000 and on March 31, 2018 the Borrowers
shall make a payment of $100,000. to the Supplemental Agreement,
the December 2016 Note was amended to (i) extend the maturity
date to September 30, 2018 and (ii) amend the repayment schedule
such that on March 31, 2018, the Borrowers shall make a payment
of $300,000, on June 30, 2018 the Borrowers shall make a payment
of $400,000 and on September 30, 2018 the Borrowers shall make a
payment of $300,000.
In addition, the Borrowers agreed to amend the exercise price of
warrants to purchase 66,000 shares of the Companys common stock
issued to YA II on June 30, 2016, with an original exercise price
of $4.30 per share, warrants to purchase 66,000 shares of the
Companys common stock issued to YA II on October 28, 2016, with
an original exercise price of $3.00 per share, and warrants to
purchase 120,000 shares of the Companys common stock issued to YA
II on December 22, 2016, with an original exercise price of $3.00
per share, to $2.00 per share.
The Borrowers agreed to pay to YA Global II SPV LLC (as designee
of YA II) a commitment fee in the amount of $25,000 and a $25,000
extension fee in consideration for amending the terms of the June
2016, October 2016 and December 2016 Notes. In addition, the
Borrowers agreed to accelerate a commitment fee of $50,000,
payable to a First Supplemental Agreement dated December 22,
2016, to be paid at the closing of the Note.
A copy of the Supplemental Agreement and Note are attached hereto
as Exhibits 10.1 and 10.2, respectively, and are incorporated by
reference herein.
Item 3.02 Unregistered Sales of Equity
Securities.
In connection with the Supplemental Agreement and issuance of the
Note described in Items 1.01 and 2.03 above, the Company agreed
to grant to YA II a five-year warrant (the Warrant) to purchase
90,000 shares. The Warrant is exercisable at an exercise price
equal to $2.00 per share of common stock for cash or on a
cashless basis if no registration statement covering the resale
of the shares issuable upon exercise of the Warrant is available.
The Warrant also provides for demand and piggyback registration
rights. The Warrant is exempt from the registration requirements
of the Securities Act of 1933, as amended, to Section 4(a)(2)
thereof.
A copy of the Warrant is attached hereto as Exhibit 4.1 and is
incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits
| 4.1 | Common Stock Purchase Warrant. |
| 10.1 |
Supplemental Agreement, dated June 8, 2017, between Micronet Enertec Technologies, Inc., Enertec Electronics Ltd and YA II PN, Ltd. |
| 10.2 | Form of Promissory Note. |
About MICRONET ENERTEC TECHNOLOGIES, INC. (NASDAQ:MICT)
Micronet Enertec Technologies, Inc. (Micronet Enertec) operates through Israel-based companies, which include Enertec Systems 2001 Ltd (Enertec), its subsidiary, and Micronet Ltd (Micronet), which develops, manufactures, integrates and markets rugged computers, tablets and computer-based systems and instruments for the commercial, defense and aerospace markets. The Company’s segments include defense and aerospace segment, and mobile resource management (MRM). The Company’s products, solutions and services are designed to perform in severe environments and battlefield conditions. Micronet operates in the commercial mobile resource management market and is a developer, manufacturer and provider of mobile computing platforms, designed for integration into fleet management and mobile workforce management solutions. Enertec operates in the defense and aerospace markets. Enertec designs, develops and manufactures computer based instruments and aerospace electronic solutions.