Apollo Endosurgery, Inc. (NASDAQ:APEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Apollo Endosurgery, Inc. (NASDAQ:APEN) Files An 8-K Entry into a Material Definitive Agreement
On June 18, 2021, Apollo Endosurgery, Inc. (the “ Company”) and Aslan IV Austin, LLC (the “ Landlord”) entered into a second amendment (the “ Second Amendment”) for the Company’s principal executive offices located in an 18,234 square foot facility in Austin, Texas. The Landlord and the Company are parties to an Office Lease Agreement dated July 16, 2012, as amended by the First Amendment to Office Lease Agreement dated July 11, 2018, between the Company, as tenant, and the Landlord (subsequently assigned to BC Exchange Cityview Master Tenant, LLC) (the “Lease”). The Second Amendment extends the term of the Lease for an additional 12 months (the “Extension Term”) and surrenders a space containing approximately 7,209 square feet. to the Second Amendment, the Lease will expire on September 30, 2022. Total base rent payments owed during the Extension Term is $286,650, plus the Company’s share of certain variable and administrative costs under the Lease.
The foregoing description of the Second Amendment and the Lease does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2021.
About Apollo Endosurgery, Inc. (NASDAQ:APEN)
Apollo Endosurgery, Inc., formerly Lpath, Inc., is a medical device company. The Company is focused on less invasive therapies for the treatment of obesity, as well as other gastrointestinal disorders. The Company’s device-based therapies are an alternative to invasive surgical procedures. The Company offers products in over 80 countries. The Company’s products include ORBERA, LAP-BAND and OverStitch. The Company’s product, ORBERA, is a gastric balloon. The ORBERA Intragastric Balloon System is a weight loss aid for adults suffering from obesity. The LAP-BAND System is a minimally invasive procedure that offers weight loss. The LAP-BAND System is indicated for weight reduction for patients with obesity. The OverStitch Endoscopic Suturing System enables advanced endoscopic surgery by allowing physicians to place full-thickness sutures through a flexible endoscope. OverStitch offers solutions for defects in both the upper and lower gastrointestinal tract.
ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS) 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.
On June 24, 2021, OncoSec Medical Incorporated (the “Company”) announced that Daniel J. O’Connor has resigned as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company. The Company appointed Brian Leuthner, the Company’s current Chief Operating Officer, to serve as Interim Chief Executive Officer, effective as of June 24, 2021.
Mr. Leuthner, 56, currently serves as Chief Operating Officer of the Company and joined the company in February 2021. Over the course of his 32-year career in biotech and pharmaceuticals, Mr. Leuthner has held several leadership positions, including several public and private CEO positions. For a decade, Mr. Leuthner was co-founder, President, and CEO of Edge Therapeutics, Inc., an orphan disease-focused company. While at Edge, he developed a long-term vision, strategic plan and corporate culture that ensured a successful transition from a start-up company through late-stage development. Earlier in his career, Mr. Leuthner held a variety of operational and commercial leadership positions at The Medicines Company, ESP Pharma, Cardinal Health, Johnson & Johnson, and Glaxo Wellcome Company. Mr. Leuthner earned his Bachelor of Science and Masters in Business Administration degrees from The University of North Carolina at Chapel Hill.
In connection with Mr. O’Connor’s departure, the Company and Mr. O’Connor entered into a separation agreement (“Separation Agreement”) on June 24, 2021, providing for severance payments and benefits to Mr. O’Connor consistent with the terms of his existing employment agreement with the Company, including a severance payment of $1,795,500, less tax withholdings, and immediate vesting of all stock options and restricted stock units held by Mr. O’Connor.
The foregoing is a summary description of the terms and conditions of the Separation Agreement and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
No family relationships exist between Mr. Leuthner and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Leuthner and any other person to which Mr. Leuthner was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Leuthner has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
| (d) | Exhibits. |
The following exhibit is filed herewith:
| 10.1 | Separation Agreement between OncoSec Medical Incorporated and Mr. O’Connor, dated June 24, 2021. |
ONCOSEC MEDICAL Inc Exhibit
SEC.gov | Request Rate Threshold Exceeded html {height: 100%} body {height: 100%; margin:0; padding:0;} #header {background-color:#003968; color:#fff; padding:15px 20px 10px 20px;font-family:Arial,…
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About ONCOSEC MEDICAL INCORPORATED (NASDAQ:ONCS)
OncoSec Medical Incorporated is a biotechnology company. The Company is focused on designing, developing and commercializing gene therapies, therapeutics and medical approaches to stimulate an anti-tumor immune response for the treatment of cancer. The Company’s lead product candidate, ImmunoPulse IL-12, consists of a plasmid construct encoding the proinflammatory cytokine, IL-12, which is delivered into the tumor through in vivo electroporation. As of July 31, 2016, the Company was pursuing two Phase II trials: ImmunoPulse IL-12 monotherapy in patients with metastatic melanoma and ImmunoPulse IL-12 plus pembrolizumab in patients with advanced, metastatic melanoma. In addition, it is pursuing ImmunoPulse IL-12 monotherapy in patients with triple negative breast cancer. Its ImmunoPulse product candidates are based on its deoxyribonucleic acid (DNA)-based immunotherapy technology, which is designed to stimulate the human immune system, resulting in systemic anti-tumor immune responses.
FENNEC PHARMACEUTICALS INC. (OTCMKTS:FENCF) Files An 8-K Other Events
FENNEC PHARMACEUTICALS INC. (OTCMKTS:FENCF) Files An 8-K Other Events
Item 8.01
| Exhibit 10.1 | Second Amendment to the Loan and Security Agreement dated as of June 24, 2021 by and among Fennec Pharmaceuticals, Inc. and Western Alliance Bank. |
| Exhibit 99.1 | Press Release dated June 24, 2021 |
FENNEC PHARMACEUTICALS INC. Exhibit
EX-10.1 2 tm2120610d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to the Loan and Security Agreement (this “Amendment”) is made effective as of June 21,…
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About FENNEC PHARMACEUTICALS INC. (OTCMKTS:FENCF)
Fennec Pharmaceuticals Inc., formerly Adherex Technologies Inc., is a biopharmaceutical company focused on cancer therapeutics. The Company’s lead product candidate in the clinical stage of development includes Sodium Thiosulfate (STS), which has completed patient enrollment of over two Phase III clinical trials for the prevention of cisplatin induced hearing loss, or ototoxicity in children. STS has been studied by cooperative groups in over two Phase III clinical studies of survival and reduction of ototoxicity, The Clinical Oncology Group Protocol ACCL0431 and SIOPEL 6. The Children’s Oncology Group (COG) ACCL0431 protocol enrolled 20% childhood cancers typically treated with intensive cisplatin therapy for localized and disseminated disease, including hepatoblastoma, germ cell tumor, osteosarcoma, neuroblastoma and medulloblastoma. SIOPEL 6 enrolled only hepatoblastoma patients with localized tumors.
FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC) Files An 8-K Entry into a Material Definitive Agreement
FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 21, 2021, FalconStor Software, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as the sole underwriter party thereto (the “Underwriter”), which provided for the issuance and sale by the Company, and the purchase by the Underwriter, of an aggregate of 725,000 shares of the Company’s common stock, par value $0.001 per share (the “Firm Shares”). The Company also granted the Underwriter a 30-day option to purchase up to an additional 108,750 shares of the Company’s common stock (the “Option Shares”, and together with the Firm Shares, the “Shares”) on the same terms and conditions (the “Offering”).
The Underwriter agreed to purchase the Shares to the Underwriting Agreement at a price of $4.10 per share. The Shares were offered, issued and sold to the Company’s Registration Statement on Form S-1 (File No. 333-256756) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 3, 2021, as amended, which the SEC declared effective on June 21, 2021. A final prospectus describing the terms of the Offering was filed with the SEC on June 22, 2021 to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
Item 8.01. Other Events
On June 21, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 23, 2021, the Company issued and sold to the Underwriter an aggregate of 811,750 shares of the Company’s common stock (including 86,750 Option Shares) and thereby closed the Offering at a price of $4.10 per share, for net proceeds of approximately $2.9 million after deducting the underwriting discount and estimated offering expenses payable by the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Underwriting Agreement dated June 21, 2021 |
| 99.1 | Press Release dated June 21, 2021, announcing the pricing of its public offering of Common Stock |
FALCONSTOR SOFTWARE INC Exhibit
EX-1.1 2 ex11to8k04637018_06232021.htm Exhibit 1.1 Execution Version FALCONSTOR SOFTWARE,…
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About FALCONSTOR SOFTWARE, INC. (NASDAQ:FALC)
FalconStor Software, Inc. is a Software-Defined Storage (SDS) company offering a converged data services software platform. The Company’s platform FreeStor, allows information technology (IT) organizations minimize and eliminate that complexity with the delivery of migration, continuity, protection, recovery and optimization for any storage environment through a management interface for a price based on managed capacity across arrays, servers, hypervisors, data centers, and the cloud. The Company’s Intelligent Abstraction core provides a scalable storage hypervisor, coupled with a data services engine and automation. The Company’s Business Continuity and Disaster Recovery products include network storage server (NSS) and continuous data protector (CDP). Its Optimized Backup and Deduplication (OBD) products merge its virtual tape library (VTL) and file-interface deduplication system (FDS) solutions.
Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive Agreement
Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.
On June 24, 2021, Bionik Laboratories Corp. (the “Company”) issued a press release announcing its financial results and corporate highlights for the fourth quarter and fiscal year ended March 31, 2021.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
On June 18, 2021, Bionik Laboratories Corp. (the “Company”) borrowed an additional $200,000 from RGD Investissements S.A.S., an affiliate of Remi Gaston-Dreyfus, a director of the Company (along with any other lenders under the Agreement, a “Lender” and collectively, the “Lenders”), to its existing Term Loan and Security Agreement dated as of February 12, 2021 (the “Agreement”), and to which, among other things, the Company may borrow up to $3,000,000 (such borrowed amount, the “Loan”) from lenders from time to time. Through June 18, 2021, the Company has borrowed an aggregate of $1,553,650 under the Agreement.
RGD Investissements S.A.S. is acting as collateral agent under the Agreement on behalf of the Lenders with customary rights and obligations (as such, the “Collateral Agent”).
to the terms of the Agreement, the Company may elect to borrow up to $3,000,000 in the aggregate from time to time, provided (a) an event of default shall not have occurred or be occurring before or immediately after each such additional loan is given effect; (b) additional loans are only to be provided by existing Lenders (or their respective affiliates) and other lenders approved by the Collateral Agent; and (c) any Lender may elect or decline, in its sole discretion, to provide any amount of any requested additional loan.
Each additional loan is to be executed to one or more joinder agreements.
The principal amount of and interest on the Loan will be due and payable on the earlier of: (i) February 12, 2023 and (ii) the date of receipt by the Company of a minimum of $3,000,000 in equity.
The Loan bears interest at a fixed rate of 1% per month. Without penalty, the Company may prepay the Loan in whole or in part.
The Loan contains customary events of default, which entitles the Lenders holding a majority of the principal amount of the Loan to declare the unpaid principal amount of, and all accrued and unpaid interest on, the Loan, due and payable.
to the Agreement, the Company (a) granted to the Collateral Agent, for the ratable benefit of the Lenders and to secure the payment and performance in full of the payment obligations of the Company under the Agreement, security interests in, and (b) pledged and collaterally assigned to the Collateral Agent, for the ratable benefit of the Lenders, the Company’s inventory (the “Security Interest”).
The foregoing is a brief description of the Loan and the material terms of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which is included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2021 which is incorporated herein by reference.
| 99.1 | Press release, dated June 24, 2021 |
Bionik Laboratories Corp. Exhibit
EX-99.1 2 tm2120447d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 June 24,…
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About Bionik Laboratories Corp. (OTCMKTS:BNKL)
Bionik Laboratories Corp. (Bionik), formerly Drywave Technologies, Inc., is a medical device and robotics company. The Company is focused on providing rehabilitation solutions and developing transformational technologies and solutions to individuals with neurological disorders, specializing in the designing, developing and commercializing of physical rehabilitation technologies, prosthetics and assisted robotic products. It has over three products on the market and approximately three products in various stages of development. The InMotion Systems include the InMotion ARM, InMotion HAND, InMotion Wrist and InMotion ANKLE are designed to provide patent-adaptive therapy in a manner that has been clinically verified to manage neuro-recovery. The Company is also engaged in developing a lower-body exoskeleton, ARKE, which designs to allow paraplegics, as well as other wheelchair users the ability to rehabilitate through walking.
APPLIED GENETIC TECHNOLOGIES CORPORATION (NASDAQ:AGTC) Files An 8-K Other Events
APPLIED GENETIC TECHNOLOGIES CORPORATION (NASDAQ:AGTC) Files An 8-K Other Events
Item 8.01. Other Events.
On June 24, 2021, Applied Genetic Technologies Corporation issued a press release reporting 12-month data from its ongoing phase 1/2 Achromatopsia (ACHM) clinical trials. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated June 24, 2021. |
APPLIED GENETIC TECHNOLOGIES CORP Exhibit
EX-99.1 2 d175382dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 AGTC Reports 12-Month Data from its Ongoing Phase 1/2 Achromatopsia Clinical Trials Showing Biologic Activity in Patients with Mutations in the ACHM B3 Gene – Activities to support the next stage of clinical development of ACHM B3 candidate are ongoing- – Dosing of pediatric patients in ACHM B3 program and ACHM A3 program is expected to be completed in August 2021 – -Conference call to review data today at 8:00am ET- GAINESVILLE,…
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About APPLIED GENETIC TECHNOLOGIES CORPORATION (NASDAQ:AGTC)
Applied Genetic Technologies Corporation is a clinical-stage biotechnology company. The Company develops gene therapy products designed to manage the lives of patients with severe diseases in ophthalmology. As of March 31, 2016, its product candidates included treatments for X-linked retinoschisis (XLRS), over two forms of achromatopsia (ACHM) and X-linked retinitis pigmentosa (XLRP). As of March 31, 2016, the Company was engaged in developing three discovery programs, targeting three indications based on its adeno-associated virus vector technologies. XLRS is an inherited retinal degenerative disease caused by mutations in the retinoschisis1 (RS1) gene. Achromatopsia is an inherited condition that is associated with visual acuity loss, extreme light sensitivity resulting in daytime blindness, and reduced or complete loss of color discrimination, achromatopsia is caused by mutations in any of several genes. The Company is also developing Alpha-1 Antitrypsin Deficiency (Alpha 1).
USA EQUITIES CORP. (OTCMKTS:USAQ) Files An 8-K Entry into a Material Definitive Agreement
USA EQUITIES CORP. (OTCMKTS:USAQ) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 23, 2021, USA Equities Corp. (the “Company,” “we,” “us” and words of similar import) entered into a Purchase Agreement with MedScience Research Group, Inc. to which we acquired the trademark “AllergiEnd,” the web domain “AllergiEnd.com” and the US Method Patent Registration No. 9,655,556 relating to the allergy testing kit and related materials we distribute to our physician clients. (collectively, the “Assets”). Each of the Assets is associated with the AllergiEnd® diagnostic and allergen immunotherapy products we currently distribute as part of our recurring revenue business model focused on non-allergy specialist medical practitioners. In consideration for the Assets we issued to MedScience one million two hundred fifty thousand (1,250,000) shares of our common stock and our promissory note in the amount of $750,000 bearing interest at the rate of ten percent (10%) per annum and payable in thirty-six consecutive monthly instalments commencing July 7, 2021 and continuing through June 7, 2024.
Concurrent with the execution and delivery of the Purchase Agreement with MedScience we entered into a Contract Manufacturing Agreement with MedScience whereby MedScience agreed to manufacture and supply to us certain allergy related products including test kits, immunotherapies and injectable mixtures on the terms and conditions set forth in the Manufacturing Contract for the ten-year term of the Agreement. The price for each product can be increased by MedScience at any time and from time to time on ninety (90) days’ notice to us.
Troy Grogan, our President and principal shareholder, is a director of MedScience and a holder of shares of common stock of MedScience.
The foregoing description of the Purchase Agreement, the promissory note issued to MedScience and the Manufacturing Contract does not purport to be complete and is qualified in its entirety by reference to the copies of the Purchase Agreement, the promissory note and the Manufacturing Contract included as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K which are incorporated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.01 hereof for a description of the assets we acquired from MedScience Research Group, Inc. on June 23, 2021 to a Purchase Agreement entered into on such date.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 23, 2021, we issued one million two hundred fifty thousand (1,250,000) shares of our common stock to MedScience Research Group, Inc., in consideration of the Assets acquired by us as described under Item 1.01 of this Report. The issuance was exempt under Section 4(2) of the Securities Act of 1933, as amended. The issuance was part of a private transaction in which no securities were offered to any party other than MedScience which accepted the shares as part of the consideration for the assets we acquired, no solicitation of any party was made in connection with the issuance, MedScience was advised that the shares had not been registered under the Securities Act and cannot be transferred unless they are registered for sale under the Securities Act or there is available an exemption from such registration requirements and appropriate “stop transfer” orders have been placed against the shares.
Item 7.01 REGULATION FD DISCLOSURE
On June 24, 2021, USA Equities Corp. (the “Company”) issued a press release entitled “USA Equities Corp. Acquires AllergiEnd® Assets.”
A copy of the above-mentioned press release is attached herewith as Exhibit 99.1.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website (https://usaqcorp.com), press releases, and various social media channels, including its Twitter account (https://twitter.com/USAQcorp), its LinkedIn account (https://www.linkedin.com/company/usaqcorp) its Facebook account (https://www.facebook.com/USA-Equities-100113722270622), and its Instagram account (https://www.instagram.com/usaqcorp/) as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminates in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed to be material information.
USA EQUITIES CORP. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”),…
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About USA EQUITIES CORP. (OTCMKTS:USAQ)
USA Equities Corp., formerly American Biogenetic Sciences, Inc., is a shell company. The Company focuses to seek new business opportunities, including seeking an acquisition or merger with an operating company. The Company’s subsidiary, USA Equities Trust, Inc., is engaged in acquiring real estate. The Company was engaged in the research, development and marketing of cardiovascular and neurobiology products for the purpose of commercial development and vaccines distribution. The Company’s products were designed for in vitro and in vivo diagnostic procedures and therapeutic drugs, and its products had been identified for use in the treatment of epilepsy, migraine and mania, neurodegenerative diseases, coronary artery diseases and cancer. The Company has no operations.
Inspired Entertainment, Inc. (NASDAQ:INSE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Inspired Entertainment, Inc. (NASDAQ:INSE) 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
Effective June 21, 2021, Inspired Entertainment, Inc. (the “Company”) entered into an amendment (the “Addendum”) to the employment agreement between the Company and A. Lorne Weil, the Company’s Executive Chair (the “Executive”), dated as of October 9, 2020 (such agreement, as clarified on April 12, 2021, the “Employment Agreement”). The Employment Agreement, as amended by the Addendum, provides that the Executive agrees to convert his first tranche of Time Based RSUs and first tranche of Adjusted EBITDA Based RSUs to Stock Price Based RSUs by:
(d) Exhibits.
Inspired Entertainment, Inc. Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 EXECUTION VERSION ADDENDUM TO OCTOBER 9,…
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About Inspired Entertainment, Inc. (NASDAQ:INSE)
Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp., is a global games technology company. The Company is engaged in developing and operating digital games and networks. The Company is engaged in supplying Virtual Sports, Mobile Gaming and Server-Based Gaming (SBG) systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. The Company operates through two segments: Server Based Gaming and Virtual Sports. The Company operates approximately 25,000 digital gaming terminals and supplies its Virtual Sports products in over 35,000 venues and on approximately 100 Websites in over 30 countries. The Company provides digital gaming solutions on its network that accommodates a range of devices, including land-based gaming machine products, mobile devices, such as smartphones and tablets, as well as personal computer (PC) and social applications.
BLUE LINE PROTECTION GROUP, INC. (OTCMKTS:BLPG) Files An 8-K Material Modification to Rights of Security Holders
BLUE LINE PROTECTION GROUP, INC. (OTCMKTS:BLPG) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 of the Original Report, as amended by the First Amendment and update the market, stockholders and other interested parties in respect of the disclosures contained in Item 8.01 herein. No other revisions have been made to the Original Report, and other than mentioned in the foregoing sentence, this 8-K/A does not amend, update, or change any other items or disclosures contained in the Original Report.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The definition of “Effective Date” is amended to have the meaning set forth in Item 8.01 below, incorporated hereinto this Item 3.03 by reference thereto.
Item 8.01 Other Events.
The Company reported in its Form 8-K dated April 1, 2021, that it had filed an Issuer Company-Related Action Notification Form with FINRA on March 25, 2021, under FINRA Rule 6490, for processing a 1-for-100 reverse stock split of its authorized and issued and outstanding common stock. On June 22, 2020, we received notice from FINRA/OTC Corporate Actions that the reverse stock split described above will take effect at the open of business on Tuesday, July 6, 2021. A “D” will be placed on the Blue Line Protection Group ticker symbol, BLPG, for 20 business days to alert the public of the split. The trading symbol for the Company’s common stock will remain “BLPG.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 09568Q305.
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About BLUE LINE PROTECTION GROUP, INC. (OTCMKTS:BLPG)
Blue Line Protection Group, Inc. provides armed protection, financial solutions, logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, very important person (VIP) and dignitary protection, and others; financial services, such as handling transportation and storage of currency; training, and compliance services. It offers an integrated approach to manage the movement of cannabis and cash from growers through dispensaries via armed and armored transport, money processing, vaulting and related credit. Money processing services generally include counting, sorting and wrapping currency. The Company supplies guards, protection and armed and armored transportation to approximately 60% of all the licensees in Colorado.
INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
SPA-Letter Agreement dated June 22, 2021
As previously reported, the Company and Unique Logistics Holdings, Limited, a Hong Kong company (“ULHK”) entered into that certain Securities Purchase Agreement, dated May 29, 2020 (the “SPA”). to terms of the SPA, subject to the obtaining of required board and shareholder approvals and the satisfactory completion by the Company of a diligence review of the books, records and financial statements of each of (i) Unique Logistics International (North and East China) Company Limited and Affiliated companies of Unique Logistics International (North and East China) Company Limited operating in North East China and Taiwan (collectively, “UL China”), and (ii) Unique Logistics International India (Private) Limited (“UL India”), within 12 months of the Closing Date (the “Purchase Period”), the Company will acquire ULHK’s 50% interest in UL China and 65% interest in UL India (the “Acquisitions”) with a purchase price based on the a certain valuation of EBITDA multiples as discussed in the SPA for 2017, 2018 and 2019 (the “EBITDA Evaluation Period”). On June 22, 2021, the Company and ULHK entered into a Letter Agreement (the “SPA-Letter Agreement”) to which the Company and ULHK agreed to amend the SPA extending the Purchase Period (as defined in the SPA) to December 31, 2021. In addition to the Purchase Period extension, the parties to the SPA-Letter Agreement changed the EBITDA Evaluation Period to 2018, 2019, and 2020. All other terms and conditions not amended by the SPA will remain in full force and effect.
The foregoing summary of the SPA-Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA-Letter Agreement, a copy of which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.
Addendum to Recourse Factoring and Security Agreement
As previously reported, Unique Logistics International, Inc., a Nevada corporation (the “Company”), Unique Logistics Holdings, Inc., a Delaware corporation (“Holdings”), Unique Logistics International (NYC), LLC, a Delaware limited liability company (“New York”), Unique Logistics International (BOS), Inc., a Massachusetts corporation (“Boston” and, together with the Company, Holdings and New York, collectively, “Seller”), entered into a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”) dated as of June 1, 2021, with TBK BANK, SSB, a Texas State Savings Bank (“Purchaser”), for a facility under which Purchaser will, from time to time, buy approved receivables from the Seller. The TBK Agreement provides for Seller to have access to the lesser of (i) $30 million (“Maximum Facility”) and (ii) the Formula Amount (as defined in the TBK Agreement) at an interest rate of the highest prime rate (but in no event less than 3.25%) plus 3%.
As previously reported, the TBK Agreement replaced the Company’s prior recourse factoring and security agreement with Corefund Capital, LLC (“Core”) entered into on May 29, 2020 (the “Prior Agreement”), to which Core agreed to purchase from the Company up to an aggregate of $25,000,000 of accounts receivables (the “Core Facility”). The Core Facility provided Core with security interests in purchased accounts until the accounts was repurchased by the Company or paid by the customer. As of June 1, 2021, the Core Facility was terminated along with all security interests granted to Core and was replaced with the TBK Agreement.
Effective June 17, 2021, the Company and Core amended the Prior Agreement (the “Addendum”) rescinding the Company’s termination notice of the Prior Agreement. The Addendum provides for a credit line of $2,000,000.00 with no term and no early termination fee which is in addition to the facility provided under the TBK Agreement. to the Addendum, the Company and Core agreed that Core would refile a UCC lien on the Company. The UCC lien will include the following collateral: all seller’s assets now owned and hereafter acquired accounts; chattel paper; deposit accounts; contract rights; letter of credit rights; instruments; payment and general intangibles; goods; inventory; insurance proceeds; equipment and fixtures; investment property; and all books and records relating to all of the foregoing property, including without limitation, all computer programs; and all proceeds of the foregoing. All other terms and conditions not amended by the Addendum will remain in full force and effect.
The foregoing summary of the Addendum does not purport to be complete and is qualified in its entirety by reference to the full text of the Addendum, a copy of which is filed hereto as Exhibit 10.2, and is 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 applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
UNIQUE LOGISTICS INTERNATIONAL INC Exhibit
EX-10.1 2 f8k062321_ex10z1.htm EXHIBIT 10.1 ADDENDUM TO RECOURSE FACTORING AND SECURITY AGREEMENT Exhibit 10.2 SPA-Letter Agreement dated June 22,…
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About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.
