One Horizon Group, Inc. (NASDAQ:OHGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On February 15, 2017, One Horizon Group, Inc. (the
Company) entered into binding term sheets
(individually the Term Sheet, collectively, the
Term Sheets) with all the investors (the
Investors) who purchased units
(Units) in the offering dated July 21, 2014
(Unit Offering) to reduce the conversion and
exercise prices of the securities underlying the Unit and extend
the maturity date of the preferred stock underlying the Unit.
Each Unit consists of (i) 17,094 shares of the Companys Series A
Redeemable Convertible Preferred Stock, par value $0.0001 per
share (the Preferred Stock) and (ii) 10,000
Class B Warrants (the Class B Warrants). to the
Term Sheets, the Company agreed to (i) adjust the conversion
price of the Preferred Stock from $5.85 per share to $0.30 per
share; (ii) extend the maturity date of the Preferred Stock until
February 1, 2018; and (iii) the Investors shall the dividends in
cash or stock at their election. The Company also agreed to
adjust the exercise price of the Class B Warrants from $4.00 per
share to $0.35 per share.
Except for one Investor who agreed to annual dividend payments on
the Preferred Stock, at the original amount of 10%, payable in
advance in the form of 150,000 shares of common stock, the rest
of the Investors have agreed to quarterly payments in cash or
shares at the Investors election.
Additionally, to the Term Sheets, the Company and all the
Investors who also purchased the Companys Class A Warrants in an
offering dated February 18, 2013 agreed to reduce the exercise
price of the Class A Warrant from $4.25 per share to $0.50 per
share and extend the expiration date to July 21, 2019.
The parties will enter into exchange agreements and the Company
will issue Series A1 Redeemable Convertible Preferred Stock and
exchange warrants reflecting the adjustments agreed in the Term
Sheets.
The foregoing description of the Term Sheets is only a summary of
its material terms, does not purport to be complete and is
qualified in its entirety by reference to such documents. A copy
of the forms of the Term Sheets, one representing each of the
differing coupon payment terms, are filed as Exhibits 10.1 and
10.2, respectively, to this Form 8-K and incorporated herein by
reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Term Sheet, with stock only coupon payment | |
| 10.2 |
Form of Term Sheet, with Investor election of stock or cash coupon payment |
About One Horizon Group, Inc. (NASDAQ:OHGI)
One Horizon Group, Inc. is engaged in the development and licensing of software for mobile voice over Internet protocol (VoIP). The Company’s operations include the licensing of software to telecommunications operators and the development of software application platforms that optimize mobile voice, instant messaging and advertising communications over the Internet. It has two business segments, one for business to business line and one for business to consumer line. It designs, develops and sells white label SmartPacket software and services to telecommunications operators. Its licensees deliver an operator-branded mobile Internet communication solution to smartphones, including VoIP, multi-media messaging, video and mobile advertising. It sells its software, branding, hosting and operator services to telecommunications operators, enterprises, operators in fixed line telephony, cable television operators and to the satellite communications sector, and the VoIP as a Service business. One Horizon Group, Inc. (NASDAQ:OHGI) Recent Trading Information
One Horizon Group, Inc. (NASDAQ:OHGI) closed its last trading session up +0.030 at 0.340 with 176,891 shares trading hands.
