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INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

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ME Staff 8-k
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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.

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VNUE, INC. (OTCMKTS:VNUE) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
-

VNUE, INC. (OTCMKTS:VNUE) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

About VNUE, INC. (OTCMKTS:VNUE)

VNUE, Inc. (VNUE) is a development-stage company. The Company is carrying on business as a live entertainment music service company, which brings bands and fans together by capturing audio and video recordings of live performances and delivers the experience of a venue to home and hand. By streamlining the processes of curation, clearing, capturing, distribution and monetization, it manages the complexities of the music ecosystem. The Company captures content through its Front of House mobile application and provides distribution and monetization through a suite of mobile, Web administration applications, allowing an artist to deliver and sell their live performances directly to the fans attending their shows. VNUE is primarily used in live music venues. The Company is also branching into various other entertainment experiences, such as comedy, plays, musicals, university lectures, professional demonstrations and panel discussions, as well as action sports, among others.

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On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

On Track Innovations Ltd. (NASDAQ:OTIV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On December 9, 2020, On Track Innovations Ltd. (the “Company”) entered into a loan financing agreement with Jerry L. Ivy, Jr., Descendants’ Trust (the “Lender”). The Lender is the Controlling Shareholder of the Company (as such term is defined under the Israeli Companies Law, 5759-1999, as amended (the “Companies Law”)). The agreement was amended on January 26, 2021 (as amended, the “Agreement”) to allow for an additional lender to join the Lender and lend an additional $100,000 and provides that the Lender and the additional lender will extend a loan to the Company in the aggregate amount of up to $1,600,000 (the “Loan Amount”). The Agreement, before it was amended, was further described in the Current Report on Form 8-K filed by the Company on December 15, 2020.

The Agreement provides, among other things, that the Loan Amount and all accrued interest (the “Secured Amount”) matures upon the lapse of six months following the initial closing, i.e., on June 17, 2021 (the “Maturity Date”), and will be payable in full on the Maturity Date, provided that the maturity date can be extended, in respect of the Loan Amount, at the sole option of the majority of the lenders. On June 17, 2021, the Lender, being the majority of the lenders, exercised its option to extend the maturity date, and the parties entered into a notice of exercise of option and agreement (the “Extension Agreement”), according to which the maturity date was extended until December 17, 2021 (the “Extended Maturity Date”, and the “Extended Maturity Period”, as applicable).

The Loan Amount has been bearing interest on all outstanding principal at an interest rate of 8.0% per annum. The net amount of interest on the Loan Amount accrued through June 17, 2021 was $54,849 (the “Interest Debt”). to the Extension Agreement, the interest rate will automatically increase, effective as of the Maturity Date, to the rate of 10.0% per annum (the “Extension Interest”). Any payment of interest is subject to withholding of taxes at source and the interest rates mentioned above are net of such withholding. Under the Extension Agreement, it was agreed that the Interest Debt shall be payable on the Extended Maturity Date, while until then it shall be considered part of the Loan Amount and shall bear the Extension Interest rate. In the event of a conversion of the Loan amount, the Interest Debt shall convert into ordinary shares of the Company at the conversion price of $0.174 per share, and the remaining Secured Amount shall be converted at a price per share of $0.124, as originally contemplated under the Agreement.

Subject to the understandings detailed herein, the Agreement shall continue to be in effect and apply, in accordance with its terms, including, without limitations, to the Extended Maturity Period and the Secured Amount.

The foregoing descriptions of the Agreement and the Extension Agreement are qualified by reference to the full text of the Agreement and the Extension Agreement. The Extension Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1Notice of Exercise of Option and Agreement dated June 17, 2021.


ON TRACK INNOVATIONS LTD Exhibit
EX-10.1 2 ea143153ex10-1_ontrackinno.htm NOTICE OF EXERCISE OF OPTION AND AGREEMENT DATED JUNE 17,…
To view the full exhibit click here

About On Track Innovations Ltd. (NASDAQ:OTIV)

On Track Innovations Ltd. is a developer of cashless payment solutions. The Company’s segments include Retail and Mass Transit, Petroleum, Parking and Other. The Company offers solutions for banking, mobile network operators, vending, mass transit, petroleum and parking. The Company provides its customers with training and installation support, customer service and technical support. Its PayEnable technology can be implemented into a range of products. Its Retail and Mass Transit products include TRIO mPOS, Pico BT, WAVE, WAVE PKI, oti SATURN 6700 UNO, oti SATURN 6500 TRIO and oti SCI 6000. It also offers otiMetry and oti CONNECT 3000. Its EasyFuel Plus solution is a wireless, cashless, cardless and paperless refueling tracking and payment solution. Its EasyPark set of parking solutions provides parking fee collection, parking payment enforcement and parking management solution. Its MediSmart solution is an information management and claims submission system for the medical sector.

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W Technologies, Inc. (OTCMKTS:WTCG) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
-

W Technologies, Inc. (OTCMKTS:WTCG) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.

On June 22, 2021, W Technologies, Inc. issued a press release announcing entry into a share exchange agreement with KryptoBank Co. (“KryptoBank”) and its stockholders, to which KryptoBank will become a wholly owned subsidiary of the Company. The share exchange is expected to close by July 31, 2021. to the share exchange agreement, the Company will acquire 100% of KryptoBank’s issued and outstanding common stock in exchange for the issuance by the Company of common stock representing 90% of the Company’s issued and outstanding common stock. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 
 

W Technologies, 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,…
To view the full exhibit click here

About W Technologies, Inc. (OTCMKTS:WTCG)

W Technologies, Inc., formerly Winning Edge International, Inc., is a diversified holding company. The Company is engaged in creating mobile and search engine optimized Websites, landing pages and blogs, which incorporates social media and permission based short message service (SMS) text message marketing techniques. It is also engaged in the development of online shopping and payment solutions, environmentally safe oil and gas recovery technologies, clean water technologies, financial services involving residential and commercial real estate and other markets. Its subsidiaries are SoMo Technologies, Inc., Ad Media Group, Inc. and WT Real Estate Development Corp. SoMo Technologies, Inc. includes the GottaGo Text, G2GText and G2GGolf social media advertising operations. AdMedia Group, Inc. is engaged in the digital advertising distribution market. WT Real Estate Development Corp. is the Company’s commercial and residential real estate division.

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Great Elm Capital Corp. (NASDAQ:GECC) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
-

Great Elm Capital Corp. (NASDAQ:GECC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

Great Elm Capital Corp. (the “Company”) issued the press release attached hereto as Exhibit 99.1 in connection with the Company’s exercise of its option to redeem, in whole, the issued and outstanding Notes (as defined below).
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On June 23, 2021, the Company caused notices to be issued to the holders of its 6.50% Notes due 2022 (CUSIP No. 390320 307; NASDAQ: GECCL) (the “Notes”) regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding Notes, to Section 1104 of the Indenture, dated as of September 18, 2017, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”), and Section 1.01(h) of the First Supplemental Indenture, dated as of September 18, 2017, by and between the Company and the Trustee. The Company will redeem all of the issued and outstanding Notes on July 23, 2021 (the “Redemption Date”). The Notes will be redeemed at 50% of their principal amount, plus accrued and unpaid interest thereon from April 30, 2021, through, but excluding, the Redemption Date. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Great Elm Capital Corp. Exhibit
EX-99.1 2 nt10024411x12_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Great Elm Capital Corp. Announces Conditional Redemption of 6.50% Notes due 2022 Waltham,…
To view the full exhibit click here

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Comstock Holding Companies, Inc. (NASDAQ:CHCI) Files An 8-K Submission of Matters to a Vote of Security Holders

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ME Staff 8-k
-

Comstock Holding Companies, Inc. (NASDAQ:CHCI) Files An 8-K Submission of Matters to a Vote of Security Holders

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BIOCARDIA, INC. (OTCMKTS:BCDA) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
-

BIOCARDIA, INC. (OTCMKTS:BCDA) Files An 8-K Regulation FD Disclosure
Item 7.01

BioCardia, Inc. Exhibit
EX-99.1 2 ex_259266.htm EXHIBIT 99.1 ex_259266.htm Exhibit 99.1   FOR IMMEDIATE RELEASE     BioCardia Announces Fourth Positive DSMB Review and Recommendation to Continue Phase III Pivotal CardiAMP Cell Therapy Heart Failure Study as Designed   June 23,…
To view the full exhibit click here

About BIOCARDIA, INC. (OTCMKTS:BCDA)

BioCardia, Inc., formerly Tiger X Medical, Inc., is a clinical-stage regenerative medicine company. The Company is engaged in developing therapeutics for cardiovascular diseases. The Company’s lead therapeutic candidate is the CardiAMP Cell Therapy System (CardiAMP). It focuses on the Phase III trial for CardiAMP in ischemic systolic heart failure. The Company also offers CardiALLO Cell Therapy System (CardiALLO), an allogeneic off the shelf mesenchymal stem cell product candidate from other donors. It focuses on the Phase II trial for CardiALLO for the treatment of ischemic systolic heart failure. The Company focuses on various fields of autologous and allogeneic cell-based therapies to manage the lives of patients with cardiovascular conditions. CardiAMP is a therapeutic treatment that includes a companion diagnostic. It consists of a cell potency screening test, a point of care cell processing platform and a biotherapeutic delivery system.

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Heat Biologics, Inc. (NASDAQ:HTBX) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

Heat Biologics, Inc. (NASDAQ:HTBX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01   Entry into a Material Definitive Agreement

On June 21, 2021, Heat Biologics, Inc. (the “Company”) entered into a lease (the “Lease”) with Durham Keystone Tech 7, LLC (the “Landlord”), to which the Company will lease approximately 15,996 square feet of office and lab space located at Keystone Tech 7, 627 Davis Drive, Suite 300 Morrisville, North Carolina 27560 (the “New Premises”) for its new principal executive offices. The date on which the Company will become responsible for paying rent under the Lease (the “Rent Commencement Date”) will be the earlier of (i) the date the Company takes possession of any part of the premises for purposes of conducting business or (ii) the date the landlord substantially completes the landlord work and tenant improvements at the New Premises. The initial term of the Lease will commence on the Rent Commencement Date and expire ninety-six (96) months after the Rent Commencement Date, unless sooner terminated. The Lease also provides for an option for the Company to extend the Lease for one five-year period at fair market rent, as defined in the Lease. The Company’s monthly base rent for the New Premises will start at approximately $43,655.75 commencing on the Rent Commencement Date and will increase on an annual basis up to a maximum monthly base rent of approximately $53,693.24. The Company will be obligated to pay the landlord for certain costs, taxes and operating expenses as specified in the Lease.

The expansion will support the addition of enhanced research and development capabilities for the Company’s preclinical and clinical programs including equipment for in-house synthesis of antibodies and other drugs/reagents; as well as an expanded vivarium for onsite pre-clinical studies.

The foregoing description of the Lease does not purport to be complete and is qualified in its entirety by reference to the Lease, a complete copy of which is incorporated herein by reference and is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 102   Termination of a Material Definitive Agreement

On the day immediately preceding the Rent Commencement Date, the Company will terminate its current lease which it entered into with Durham KTP Tech 7, LLC dated April 17, 2019

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The descriptions of the Lease in “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K are incorporated by reference in their entirety into this Item 2.03.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

 

 

  


HEAT BIOLOGICS, INC. Exhibit
EX-10.1 2 htbx_ex10z1.htm LEASE Lease   EXHIBIT 10.1   LEASE     KEYSTONE TECHNOLOGY PARK         DURHAM KEYSTONE TECH 7,…
To view the full exhibit click here

About Heat Biologics, Inc. (NASDAQ:HTBX)

Heat Biologics, Inc. is a development-stage company focused on developing allogeneic, off-the-shelf cellular therapeutic vaccines to combat a range of cancers. The Company is an immuno-oncology company, which focuses on T cell-stimulating platform technologies, such as Immune Pan-Antigen Cytotoxic Therapy (ImPACT) and Combination Pan-Antigen Cytotoxic Therapy (ComPACT). Using its ImPACT platform technology, the Company has developed HS-410 (vesigenurtacel-L) as a product candidate to treat non-muscle invasive bladder cancer (NMIBC), and HS-110 (viagenpumatucel-L), which is intended for use in combination with an anti-PD-1 checkpoint inhibitor, as a potential treatment for patients with non-small cell lung cancer (NSCLC). Using its ComPACT platform technology, it has developed HS-120 as a potential treatment for NSCLC. It is conducting a Phase II trial of HS-410 in patients with NMIBC, and a Phase Ib trial of HS-110, in combination with nivolumab (Opdivo) to treat patients with NSCLC.

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FLEXSHOPPER, INC. (NASDAQ:FPAY) Files An 8-K Other Events

By
ME Staff 8-k
-

FLEXSHOPPER, INC. (NASDAQ:FPAY) Files An 8-K Other Events
Item 8.01.


About FLEXSHOPPER, INC. (NASDAQ:FPAY)

FlexShopper, Inc. is a holding company. The Company, through FlexShopper, LLC (FlexShopper), is engaged in the business of providing certain types of durable goods to consumers on a lease-to-own basis and providing lease-to-own (LTO) terms to consumers of third-party retailers and e-tailers. FlexShopper and its online LTO products provide consumers the ability to acquire durable goods, including electronics, computers and furniture on a payment, lease basis. Concurrently, FlexShopper’s model provides e-tailers and retailers an opportunity to upturn their sales by utilizing FlexShopper’s online channels to connect with consumers that want to acquire products on an LTO basis. FlexShopper processes LTO transactions using its LTO Engine. The LTO Engine is FlexShopper’s technology that automates the process of consumers receiving spending limits and entering into leases for durable goods within a few minutes. FlexShopper owns two subsidiaries: FlexShopper 1, LLC and FlexShopper 2, LLC.

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VERTEX ENERGY, INC. (NASDAQ:VTNR) Files An 8-K Termination of a Material Definitive Agreement

By
ME Staff 8-k
-

VERTEX ENERGY, INC. (NASDAQ:VTNR) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.


About VERTEX ENERGY, INC. (NASDAQ:VTNR)

Vertex Energy, Inc. is an environmental services company that recycles industrial waste streams and off-specification commercial chemical products. The Company focuses on recycling used motor oil and other petroleum by-products. The Company’s segments include the Black Oil, Refining and Marketing, and Recovery divisions. The Company’s product categories include Used Motor Oil, Fuel Oil, pyrolysis gasoline (Pygas), Gasoline Blendstock and Base Oil. The Black Oil division is engaged in operations across the used motor oil recycling value chain, including collection, aggregation, transportation, storage, refinement and sales of aggregated feedstock and re-refined products to end users. The Refining and Marketing division is engaged in the aggregation of feedstock, re-refining it into end products, and selling these products to customers. The Recovery division is a provider of generator solutions for the recovery and management of hydrocarbon streams.

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