Origo Acquisition Corporation (NASDAQ:OACQ) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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 in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously reported on a Current Report on Form 8-K filed on
December 12, 2016, Origo Acquisition Corporation (the
Company) held an annual general meeting of
shareholders (the Meeting) on December 12, 2016.
At the Meeting, the Companys shareholders approved, among other
items, an amendment to the Companys Amended and Restated
Memorandum and Articles of Association to extend the date by
which the Company must consummate its initial business
combination to March 12, 2017 (the Amendment).
On December 16, 2016, the Company filed the Amendment with the
Cayman Registrar of Companies. A copy of the Amendment is
attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
| Item 8.01. | Other Events. |
As previously reported, on June 10, 2016, the Company issued a
convertible promissory note to its management team (collectively,
the Lender) in the amount of $1,000,000 (the
Note) for funds loaned by the Lender to the
Company for the Companys working capital needs, which Note was
subsequently offset by $32,335 for other obligations of the
Lender and had a balance as of September 30, 2016 of $967,665. As
issued, the Note did not bear interest, and up to $175,000 of the
principal amount of the Note is convertible at the option of the
Lender into 17,500 private placement units (consisting of one
ordinary share, one right and one warrant for one-half of a an
ordinary share) at $10.00 per unit. On December 16, 2016, in
connection with funds loaned by the Lender to the Company to fund
the increase to the Companys trust account required in connection
with the Meeting and the Amendment and to provide the Company
with additional working capital, the Company and the Lender
entered into an amendment to the Note to which: (i) the principal
amount of the Note was increased by $320,000 to $1,287,665, and
(ii) the Note will accrue interest, retroactively from its date
of issuance in June 2016, at a rate of 5.5% per annum up to a
maximum of $32,335 in interest, which interest will be payable on
the due date for payment of the principal of the Note. The
amendment to the Note was exempt from registration to Section
4(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 |
Amendment to the Amended and Restated Memorandum and Articles of Association of the Company |
About Origo Acquisition Corporation (NASDAQ:OACQ)