NEUROMETRIX, INC. (NASDAQ:NURO) Files An 8-K Other Events
Item 8.01. Other Events.
NEUROMETRIX, INC. (NASDAQ:NURO) Files An 8-K Other Events
On June 25, 2021, NeuroMetrix, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “Commission”) to register the offer and sale of $2,400,000 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-229349) filed with the Commission on January 24, 2019, and declared effective on March 8, 2019 (together with the Prospectus Supplement, the “Prospectus”). The issuance and sale of the shares by the Company under the Prospectus will take place to the At Market Issuance Sales Agreement (the “Agreement”), dated February 19, 2020 between the Company and Ladenburg Thalmann & Co. Inc., under which the Company may offer and sell, from time to time at its sole discretion, shares of its Common Stock.
The legal opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, relating to the shares of Common Stock being offered to the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
10.1 At Market Issuance Sales Agreement, dated February 19, 2020, by and between NeuroMetrix, Inc. and Ladenburg Thalmann & Co. Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 19, 2020 and incorporated in this document by reference).
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).
NeuroMetrix, Inc. Exhibit
EX-5.1 2 neurometrix-ex51toform8xkj.htm EX-5.1 Document One Financial CenterBoston,…
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EX-5.1 2 neurometrix-ex51toform8xkj.htm EX-5.1 Document One Financial CenterBoston,…
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About NEUROMETRIX, INC. (NASDAQ:NURO)
NeuroMetrix, Inc. (NeuroMetrix) is a health-care company that develops wearable medical technology and point-of-care tests that help patients and physicians manage chronic pain, nerve diseases and sleep disorders. The Company operates through the sale of medical equipment and consumables segment. Its products are sold in the United States and selected overseas markets. It has two principal product lines: Wearable neuro-stimulation therapeutic devices and Point-of-care neuropathy diagnostic tests. The Company’s products consist of a medical device used in conjunction with a consumable electrode or biosensor. Its products include Quell, which is a wearable device for relief of chronic intractable pain; SENSUS, which is a prescription neuro-stimulation device; DPNCheck, which is a nerve conduction test that is used to evaluate systemic neuropathies, and ADVANCE System, which is a platform for the performance of nerve conduction studies.
EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Submission of Matters to a Vote of Security Holders
EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
On June 24, 2021, the EyeGate Pharmaceuticals, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:
(i) the election of two Class III Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2024 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;
(ii) the approval, on a non-binding basis, of the compensation of the Company’s executive officers as disclosed in the Company’s 2021 proxy statement;
(iii) the approval, on a non-binding basis, of the frequency of future advisory votes on the compensation of the Company’s executive officers;
(iv) the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021;
(v) the approval of the issuance of up to 3,127,303 shares of common stock upon the conversion of shares of Series D Convertible Preferred Stock issued and to be issued in connection with the Company’s acquisition of Panoptes Pharma Ges.m.b.H. in December 2020 in accordance with Nasdaq Listing Rule 5635(a); and
(vi) the approval of an amendment to the Company’s 2014 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 200,000 shares.
The voting results are reported below.
Proposal 1 – Election of Directors
Stephen From and I. Keith Maher, MD were elected as Class III Directors for a three-year term, such term to continue until the annual meeting of stockholders in 2024 and until such Directors’ successors are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
| 3,537,073 | 182,761 | 2,388 | 1,071,057 |
About EYEGATE PHARMACEUTICALS, INC. (NASDAQ:EYEG)
Eyegate Pharmaceuticals, Inc. is a clinical-stage specialty pharmaceutical company. The Company is focused on developing and commercializing therapeutics and drug delivery systems for treating diseases of the eye. The Company’s lead product, EGP-437, incorporates a reformulated topically active corticosteroid, dexamethasone phosphate, which is delivered into the ocular tissues through its drug delivery system, the EyeGate II Delivery System. The Company is developing EGP-437 for the treatment of various inflammatory conditions of the eye, including uveitis, a debilitating form of intraocular inflammation of the anterior portion of the uvea, such as the iris and/or ciliary body, and macular edema, an abnormal thickening of the macula associated with the accumulation of excess fluids in the extracellular space of the neurosensory retina. The EyeGate II Delivery System is designed to deliver optimal quantities of drugs to the anterior or posterior segments of the eye.
NEW AMERICA ENERGY CORP. (OTCMKTS:NECA) Files An 8-K Entry into a Material Definitive Agreement
NEW AMERICA ENERGY CORP. (OTCMKTS:NECA) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Binding Letter of Intent to Acquire the Assets of Third Bench Holdings, LLC
On June 21, 2021, New America Energy Corp. (the “Company” or “NECA”) entered into a Binding Letter of Intent (“LOI”) with Third Bench Holdings, LLC, a New Mexico limited liability company, (“Holdings”), to which the members of Third Bench (the “Members”) agreed to sell all of the assets (the “Acquired Assets”) used in the operations of Third Bench’s business to the Company (the “Acquisition”).
In consideration for the Acquisition, the Members shall receive shares of a new series of Preferred Stock of the Company which rights and preferences, collectively, shall include: (i) conversion rights into that number of shares of common stock of the Company which shall equal Ninety Percent (90%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (“Underlying Common Stock”) on a fully diluted basis for a period of one year; and (ii) voting rights, in all matters, together with the Members of common stock of the Company with the numbers of votes equal to the number of shares of Underlying Common Stock.
to the terms of the Acquisition, the current officers and directors of the Company shall, at the closing of the Acquisition, resign and appoint the officers and directors as directed by Holdings. The current CEO, Jeffrey M. Canouse, will be retained for a period of three (3) months to assist in the transition at a monthly salary rate of $5,000 (USD) per month. This retention can be extended upon mutual agreement between Jeffrey Canouse and the Company.
At the consummation of the Acquisition (the “Closing”), the Company will consummate a bridge financing for the benefit of Holdings in an amount of (US$500,000) and such funds shall be utilized, in part, to pay for the expenses incurred in connection with the Acquisition and the Audit. Following the Closing, the Company will raise up to Ten Million dollars (US$10,000,000) by the sale of shares of equity (common stock or preferred stock) or debt of the Company (the “Initial Financing”). It is anticipated that the Initial Financing will be consummated in tranches over the twelve (12) months following the Closing.
At the Closing, Southridge, LLC (or its affiliates as directed by Southridge) shall receive shares of a new series of Preferred Stock of the Company which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Five Percent (5%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of one year) and carry ratchet and anti-dilution rights.
At the closing, Jeffrey Canouse, will assign 50% of the Preferred A Shares that he currently owns in exchange for shares of Series B Preferred Stock of the Company to be issued to Jeffrey M. Canouse (or his affiliates and/or designees as directed by Jeffrey Canouse) which, collectively, shall be convertible into that number of shares of common stock of the Company which shall equal Three Percent (3%) of the total issued and outstanding common stock of the Company as determined at the consummation of the Acquisition (on a fully diluted basis for a period of two (2) years) and carry ratchet and anti-dilution rights.
All of the terms of the Acquisition including the Initial Financing (as defined forth herein) shall be set forth in a definitive acquisition agreement (the “Acquisition Agreement”) which shall be negotiated between the Company and the Members.
The foregoing descriptions of the Binding Letter of Intent herein are qualified by the terms of the full text of the Binding Letter of Intent attached hereto as Exhibit 10.1, and the terms thereof are incorporated herein by reference.
ITEM 7.01 – REGULATION FD DISCLOSURE.
On June 23, 2021, New America Energy Corp., (the “Company”) issued a press release announcing that the Company entered into a Binding Letter of Intent with Third Bench Holdings, LLC, a New Mexico limited liability company (“Holdings”), to purchase all of the assets associated with the operation of Third Bench’s business.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Safe Harbor
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
NEW AMERICA ENERGY CORP. Exhibit
EX-10.1 2 neca_ex101.htm BINDING LETTER OF INTENT FOR THE ACQUISITION OF THIRD BENCH HOLDINGS LLC Binding Letter of Intent for the Acquisition of Third Bench Holdings LLC EXHIBIT 10.1 NEW AMERICA ENERGY,…
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About NEW AMERICA ENERGY CORP. (OTCMKTS:NECA)
New America Energy Corp., through its subsidiary, Title King LLC (Title King), offers short-term loans to consumers not having the credit or ability to obtain traditional bank loans. Title King focuses on offering consumers no credit check lending at various rates to similar businesses. Title King is focused on providing access to cash on property already owned by the consumer. The Company’s short-term loans will provide a pay-back schedule for the borrower and will allow them the opportunity to pay off the loan at any time.
vTv Therapeutics Inc. (NASDAQ:VTVT) Files An 8-K Other Events
vTv Therapeutics Inc. (NASDAQ:VTVT) Files An 8-K Other Events
Item 8.01 Other Events
On June 25, 2021, vTv Therapeutics Inc. (the “Company”) filed a Prospectus Supplement (the “Prospectus Supplement”) in connection with its previously disclosed Controlled Equity OfferingSM Sales Agreement (as amended, the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), to increase the size of the at-the-market offering to which the Company may offer and sell, from time to time, through or to Cantor Fitzgerald, as sales agent or principal, shares of the Company’s Class A common stock, par value $0.01 per share, by an aggregate offering price of $50.0 million (the “Shares”).
The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-254445), filed with the U.S. Securities and Exchange Commission on March 18, 2021, amended on April 9, 2021 and declared effective on April 20, 2021. The offering is described in the Company’s Prospectus dated April 20, 2021, as supplemented by a Prospectus Supplement dated June 25, 2021, as filed with the SEC on June 25, 2021.
The legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
vTv Therapeutics Inc. Exhibit
EX-5.1 2 vtvt-ex51_14.htm EX-5.1 vtvt-ex51_14.htm Exhibit 5.1 Paul,…
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About vTv Therapeutics Inc. (NASDAQ:VTVT)
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in the discovery and development of orally administered small molecule drug candidates. Its drug candidate for the treatment of Alzheimer’s disease (AD) is azeliragon (TTP488), an orally administered, small molecule antagonist targeting the receptor for advanced glycation endproducts (RAGE), for which it has commenced patient enrollment in a Phase III clinical trial. Its type II diabetes drug candidates include TTP399, an orally administered, liver-selective glucokinase activator (GKA), for which it has completed enrollment in its Phase IIb clinical trial, and TTP273, an orally administered, non-peptide agonist that targets the glucagon-like peptide-1 receptor (GLP-1r), for which it began enrollment in a Phase II clinical trial. It has over three additional programs in various stages of clinical development for the prevention of muscle weakness and the treatment of inflammatory disorders.
AMREP CORPORATION (NYSE:AXR) Files An 8-K Entry into a Material Definitive Agreement
AMREP CORPORATION (NYSE:AXR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 24, 2021, Wymont LLC (“Wymont”), a subsidiary of AMREP Corporation (the “Company”), completed the acquisition of a 15-acre property in the La Mirada subdivision located in Albuquerque, New Mexico (the “Property”). On June 24, 2021, Wymont entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“BOKF”). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between Wymont and BOKF, with respect to the Property. to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a subsidiary of the Company, in favor of BOKF, ASW guaranteed Wymont’s obligations under each of the above agreements.
to the loan documentation, BOKF agrees to lend up to $7,375,000 to Wymont on a non-revolving line of credit basis to partially fund the acquisition and development of the Property. The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature in June 2024. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted monthly, subject to a minimum interest rate of 3.75%. Generally, BOKF is required to release the lien of its mortgage on any commercial lot within the Property upon Wymont making a principal payment equal to the net sales proceeds with respect to the sale of such lot. BOKF is required to release the lien of its mortgage on any residential lot within the Property upon Wymont making a principal payment equal to $60,600 per such released lot.
Wymont and ASW made certain representations and warranties in connection with this loan and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including: Wymont’s failure to make principal, interest or other payments when due; the failure of Wymont or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of Wymont or ASW being false; the insolvency or bankruptcy of Wymont or ASW; and the failure of ASW to maintain a net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Wymont incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan.
The foregoing description of the loan documentation is a summary only and is qualified in all respects by the provisions of the loan documentation; copies of the Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement and Guaranty Agreement are attached hereto as Exhibits 10.1 through 10.4 and are 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.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. On June 24, 2021, Wymont became obligated for $5,448,000 received from BOKF under the Development Loan Agreement. The outstanding principal amount under the Development Loan Agreement as of June 24, 2021 was $5,448,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Development Loan Agreement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC. |
| 10.2 | Non-Revolving Line of Credit Promissory Note, dated June 24, 2021, by Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque. |
| 10.3 | Mortgage, Security Agreement and Financing Statement, dated as of June 24, 2021, between BOKF, NA dba Bank of Albuquerque and Wymont LLC. |
| 10.4 | Guaranty Agreement, dated as of June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. |
AMREP CORP. Exhibit
EX-10.1 2 tm2120679d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 DEVELOPMENT LOAN AGREEMENT This Development Loan Agreement (“Agreement”) is made and entered into effective as of June 24,…
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About AMREP CORPORATION (NYSE:AXR)
Amrep Corporation is a holding company. The Company, through its subsidiaries, operates through two segments: real estate operations and fulfillment services. The Company conducts its real estate business through AMREP Southwest Inc. (AMREP Southwest) and its subsidiaries, with its activities occurring primarily in the City of Rio Rancho and certain adjoining areas of Sandoval County, New Mexico. The real estate operations include land sales and lease activities. Its fulfillment services is offered through its subsidiary Palm Coast Data LLC (Palm Coast) and its affiliates. Its fulfillment services business performs fulfillment and contact center services, including subscriber list and database management, payment and order processing and accounting, subscriber mailing services, customer service and contact center management, data processing and business intelligence solutions, print and digital marketing solutions, and product fulfillment warehousing, processing and distribution.
Hercules Capital, Inc. (NYSE:HTGZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Hercules Capital, Inc. (NYSE:HTGZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 24, 2021, the Board of Directors of Hercules Capital, Inc. (the “Company”) elected Wade Loo as a director of the Company. There are no arrangements or understandings between Mr. Loo and any other persons to which Mr. Loo was elected as a director of the Company. Mr. Loo will be entitled to the applicable annual retainer and restricted stock awards to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. Mr. Loo will also be entitled to enter into an indemnification agreement with the Company. Mr. Loo will hold office as a Class III director for a term expiring in 2022 and will serve on the Audit Committee of the Company.
Mr. Loo is a retired audit partner of KPMG, a global network of professional firms providing audit, tax and advisory services where he held positions from accountant through partner from 1980 through 2010. Mr. Loo has been on the board of directors since 2015, currently serves as the Chairman of the Board (since January 2021) and past Audit Committee Chair (2015-2019) for the Silicon Valley Community Foundation Company, a non-profit community foundation. He is currently on the investment committee of Mapletree Europe Income Trust, a private real estate investment trust since March 2021. Mr. Loo also has been on the board of directors of the University of Denver-Daniels College of Business-Executive Advisory Board since 2015 and has served as the Chairman of the Board since 2018. He also has served on the Board of JobTrain (2006-2019), holding various positions, including Chairman of the Board, and Audit Committee Chair at both Guidance Software (2016-2017) and Kofax (2011-2015). Mr. Loo received his Bachelor of Science in Accounting from the University of Denver, Daniels College of Business.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 24, 2021, Hercules Capital, Inc., a Maryland corporation, (the “Company”), held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 23, 2021, the record date for the Annual Meeting, 115,743,190 shares of the Company’s common stock were outstanding and entitled to vote.
The following matters were submitted at the Annual Meeting, including any adjournments thereof, to the stockholders for consideration to:
Ms. Crowell and Messrs. Fallon and Koenig were each elected to serve as a director for the term specified above, or until his or her successor is elected and qualified, and proposal 2 and proposal 3 were approved by the Company’s stockholders. The detailed voting results of the shares voted with regards to each of these matters are as follows:
Hercules Capital, Inc. Exhibit
EX-99.1 2 ex_259638.htm EXHIBIT 99.1 ex_259638.htm Exhibit 99.1 Hercules Capital Announces the Appointment of Wade Loo to Its Board of Directors PALO ALTO,…
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Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive Agreement
Monaker Group, Inc. (OTCMKTS:MKGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K filed by Monaker Group, Inc. (the “Company”, “we”, “us”, and “Monaker”) with the Securities and Exchange Commission (the “SEC”) on November 27, 2020, the Company sold Streeterville Capital, LLC (“Streeterville”), an accredited investor, a Secured Promissory Note in the original principal amount of $5,520,000 on November 23, 2020 (the “November 2020 Streeterville Note”). Streeterville paid consideration of (a) $3,500,000 in cash; and (b) issued the Company a promissory note in the amount of $1,500,000 (the “November 2020 Investor Note”), in consideration for the November 2020 Streeterville Note (which November 2020 Investor Note was funded on January 6, 2021), which included an original issue discount (“OID”) of $500,000 and reimbursement of Streeterville’s transaction expenses of $20,000.
The November 2020 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on November 23, 2021). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the November 2020 Streeterville Note, not to exceed an amount of $875,000 per month if the Investor Note has not been funded by Streeterville, and $1.25 million in the event the Investor Note has been funded in full (which as discussed above, it has). In the event we don’t pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the November 2020 Streeterville Note.
On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville (the “Streeterville Exchange Agreement”), to which Streeterville exchanged $600,000 of a June 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 300,000 shares of the Company’s common stock (the “Exchange Shares”).
The description of the Exchange Amendment above is qualified in its entirety by the full text of the Exchange Amendment, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference. The November 2020 Streeterville Note is described in greater detail in the November 27, 2020, Current Report on Form 8-K.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03, the disclosures in Item 1.01 hereof are incorporated by reference in this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure of the Streeterville Exchange Agreement and the issuance of the Exchange Shares discussed in Item 1.01 above is incorporated by reference into this Item 3.02. We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), for such exchange and such issuance of 300,000 shares to Streeterville, as the partitioned note was exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| 10.1* | Exchange Agreement between Streeterville Capital, LLC and Monaker Group, Inc. dated June 22, 2021 |
* Filed herewith.
Monaker Group, Inc. Exhibit
EX-10.1 2 ex10-1.htm EXCHANGE AGREEMENT Monaker Group,…
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About Monaker Group, Inc. (OTCMKTS:MKGI)
Monaker Group, Inc., formerly Next 1 Interactive, Inc., is a technology driven travel and logistics company. The Company operates NextTrip.com, an online marketplace for the alternative lodging rental (ALR) industry. It operates through a segment consisting of various products and services related to its online marketplace of travel and related logistics, including destination tours/activities, accommodation rental listings, hotel listings, air and car rental. Its NextTrip.com has a capacity of uniting a range of travelers seeking ALR online with property owners and managers. As of February 29, 2016, the Company operated its online marketplace through 115 Websites in 16 languages, with Websites in Europe, Asia, South America and the United States. As of February 29, 2016, its global marketplace included approximately 100,000 paid listings on subscriptions and contracted with over 1.1 million listings under the performance based listing arrangement ALRs.
OptimizeRx Corporation (OTCMKTS:OPRX) Files An 8-K Material Modification to Rights of Security Holders
OptimizeRx Corporation (OTCMKTS:OPRX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
The description of the Amended and Restated Bylaws (as defined below) included under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2021, the Board of Directors (the “Board”) of OptimizeRx Corporation (the “Corporation”) approved the Second Amended and Restated Bylaws of the Corporation (the “Amended and Restated Bylaws”) to modernize and update the Company’s bylaws to (a) conform to Nevada law; (b) reflect developments in public company governance; (c) remove certain outdated provisions; (d) clarify certain corporate procedures; and (e) conform language and >
| 3.1 | Second Amended and Restated Bylaws of OptimizeRx Corporation |
| 14.1 | OptimizeRx Corporation Code of Business Conduct and Ethics |
OptimizeRx Corp Exhibit
EX-3.1 2 ea143323ex3-1_optimizrex.htm SECOND AMENDED AND RESTATED BYLAWS OF OPTIMIZERX CORPORATION Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF OPTIMIZERX CORPORATION (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1.1 Principal Office. The principal office of OptimizeRx Corporation (the “Corporation”) shall be at such place within or outside of the State of Nevada as the board of directors of the Corporation (the “Board”) shall from time to time designate. Section 1.2 Other Offices. The Corporation may also have other offices at such other places within or outside of the State of Nevada as the Board may from time to time designate or the business of the Corporation shall require. The street address of the Corporation’s registered agent is the registered office of the Corporation in Nevada. ARTICLE II STOCKHOLDERS Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such time as designated by the Board. The purpose of this meeting shall be for the election of directors and for the transaction of such other business as may properly come before the meeting. Section 2.2 Special Meetings. (a) Special meetings of the stockholders may be called only by the Chairperson or the chief executive officer,…
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About OptimizeRx Corporation (OTCMKTS:OPRX)
OptimizeRx Corporation is a technology solutions company. The Company focuses on the healthcare industry. The Company connects patients, physicians and pharmaceutical manufacturers through technology. The Company’s solutions provide pharmaceutical manufacturers a direct to physician channel for communicating and promoting products. It provides healthcare providers a means to provide sampling and coupons without having to physically store samples on site. The Company’s principal products and applications include SampleMD, OPTIMIZEHR and OPTIMIZERx.com. SampleMD is a virtual Patient Support Center. OPTIMIZEHR is a consulting practice focused on educating and working with pharmaceutical manufacturers on identifying, formulating and implementing new electronic prescribing (eRx) media strategies for promoting their products. OPTIMIZERx.com is a portal to healthcare savings for patients to centrally review and participate in prescription and healthcare savings and support programs.
Stellus Capital Investment Corporation (NYSE:SCM) Files An 8-K Submission of Matters to a Vote of Security Holders
Stellus Capital Investment Corporation (NYSE:SCM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
Stellus Capital Investment Corporation (the “Company”) held its Annual Meeting of Shareholders on June 24, 2021 (the “Annual Meeting”). At the Annual Meeting, the Company submitted two proposals to the vote of the shareholders, which are described in detail in the Company’s proxy statement dated April 23, 2021. As of April 5, 2021, the record date for the Annual Meeting, 19,486,003 shares of common stock were eligible to be voted.
On June 24, 2021, the proposals were submitted to the vote of the shareholders. Of the shares eligible to be voted, 12,006,935 were voted in person or by proxy in connection with the proposals.
Each of the proposals submitted to a vote of the shareholders of the Company at the Annual Meeting was approved as follows:
Proposal 1: Election of Directors
The Company’s shareholders elected Robert T. Ladd and J. Tim Arnoult as directors to serve for a three year term, or until their successors are duly elected and qualified. The following votes were taken in connection with this proposal:
| Shareholders Without Affiliates | 9,081,690 | 1,578,025 | 300,190 |
About Stellus Capital Investment Corporation (NYSE:SCM)
Stellus Capital Investment Corporation is a closed-end, non-diversified management investment company. The Company originates and invests primarily in private middle-market companies through first lien, second lien, unitranche and mezzanine debt financing, with corresponding equity co-investments. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation. It invests in various sectors, such as business services, energy, general industrial, government services, healthcare, software and specialty finance. Its investment advisor is Stellus Capital Management, LLC (Stellus Capital Management). Stellus Capital Management is responsible for analyzing investment opportunities, conducting research and performing due diligence on investments, negotiating and structuring the Company’s investments, originating prospective investments, and monitoring its investments and portfolio companies on an ongoing basis.
AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
On May 4, 2015, AudioEye, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Designations of Series A Convertible Preferred Stock of the Company (“Initial Filed Certificate of Designations”). On March 27, 2020, the Company filed with the Delaware Secretary of State (i) a Certificate of Correction to the Initial Filed Certificate of Designations, rendering the Initial Filed Certificate of Designations null and void; and (ii) a Certificate of Validation (the “Certificate of Validation”) to give effect to the Company’s issuance of 175,000 shares of its Series A Convertible Preferred Stock.
On June 23, 2021, the Company filed with the Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Validation.
The Certificate of Correction was filed to correct certain inaccuracies or defects in the Certificate of Designations of Series A Convertible Preferred Stock filed with the Certificate of Validation, such corrections including, among other things, (i) indicating the cumulative nature and terms of payment of dividends, (ii) specifying certain voting rights and thresholds and (iii) stating a conversion price equal to $0.1754 rather than based on a formula. The conversion price in the Certificate of Correction was subject to a 25-for-1 reverse split on the Company’s common stock on August 1, 2018 that adjusted the conversion price to $4.385 per share. On or prior to May 25, 2021, all shares of Series A Convertible Preferred Stock were converted into common stock; currently, no shares of Series A Convertible Preferred Stock are outstanding.
A copy of the Certificate of Correction, as filed with the Delaware Secretary of State, is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Certificate of Correction contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 4.2.
| 4.1 | Certificate of Incorporation of AudioEye, Inc., conformed copy through June 25, 2021. |
| 4.2 | Certificate of Correction to the Certificate of Validation of AudioEye, Inc. relating to the Series A Convertible Preferred Stock of AudioEye, Inc. |
AUDIOEYE INC Exhibit
EX-4.1 2 tm2120549d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Conformed Copy as of June 25,…
To view the full exhibit click here
About AUDIOEYE, INC. (OTCMKTS:AEYE)
AudioEye, Inc. (AudioEye) is a marketplace providing Web accessibility solutions for its clients’ customers through its Ally Platform Products. The Company generates revenues through the sale of subscriptions of its software as a service (SaaS) technology platform, called the AudioEye Ally Platform, to Website owners, publishers, developers and operators, and through the delivery of managed services combined with the implementation of the AudioEye solution. Its customers span disparate industries and target market verticals, which encompass (but are not limited to) the human resources, finance, transportation, media and education. Its compliance solutions focus on remediation of the accessibility issues, followed by analysis identifying and addressing compliance program. By deploying AudioEye remediation technology to fix common and high-impact issues, it is able to manage the usability of its client sites on the first day that they implement its solution into their site.
