Great Elm Capital Corp. (NASDAQ:GECC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
Great Elm Capital Corp. (NASDAQ:GECC) Files An 8-K 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,…
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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,…
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Comstock Holding Companies, Inc. (NASDAQ:CHCI) Files An 8-K Submission of Matters to a Vote of Security Holders
Comstock Holding Companies, Inc. (NASDAQ:CHCI) Files An 8-K Submission of Matters to a Vote of Security Holders
BIOCARDIA, INC. (OTCMKTS:BCDA) Files An 8-K Regulation FD Disclosure
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,…
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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.
Heat Biologics, Inc. (NASDAQ:HTBX) Files An 8-K Entry into a Material Definitive Agreement
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,…
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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.
FLEXSHOPPER, INC. (NASDAQ:FPAY) Files An 8-K Other Events
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.
VERTEX ENERGY, INC. (NASDAQ:VTNR) Files An 8-K Termination of a Material Definitive Agreement
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.
SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG) 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers.
On June 22, 2021, Mr. John Dionne resigned as a director of the board of directors of Sequential Brands Group, Inc. (the “Company”). The resignation did not involve a disagreement with the Company on any matter relating to its operations, policies or practices, or any performance related issues. The Company thanks Mr. Dionne for his time as a director of the Company.
About SEQUENTIAL BRANDS GROUP, INC. (NASDAQ:SQBG)
Sequential Brands Group, Inc. owns a portfolio of consumer brands in the fashion, home, athletic and lifestyle categories. The Company’s portfolio of consumer brands includes Martha Stewart, Emeril Lagasse, Jessica Simpson, Joe’s Jeans, William Rast, Ellen Tracy, Revo, AND1 and Avia. The Company’s brands are licensed for a range of product categories, including apparel, footwear, eyewear, fashion accessories and home goods. The Company licenses brands to both wholesale and direct-to-retail licensees. The Company licenses the Martha Stewart brand to various licensees, including retailers, such as Macy’s, The Home Depot, PetSmart and Staples. The Jessica Simpson Collection is a signature lifestyle concept designed in collaboration with Jessica Simpson, which offers various product categories, including footwear, apparel, fragrance, fashion accessories, maternity apparel, girls clothing and a home line. The Avia brand offers running and activewear products.
Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Files An 8-K Submission of Matters to a Vote of Security Holders
Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 (the “Original Form 8-K”) the voting results for the proposals submitted to stockholders at the Company’s Special Meeting of Stockholders (the “Special Meeting”), held on May 24, 2021. The Special Meeting was adjourned until June 21, 2021 with respect to Proposal 1, as set forth in the Company’s definitive proxy statement on Schedule 14A, dated April 12, 2021, for the Special Meeting (the “Definitive Proxy Statement”), to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock from 210,000,000 to 410,000,000 shares and the authorized number of common shares from 200,000,000 to 400,000,000 (the “Increase”). This Current Report on Form 8-K/A amends and supplements the Original Form 8-K to disclose the voting results with respect to Proposal 1 voted on at the reconvened portion of the Special Meeting held on June 21, 2021. No other changes have been made to the Original Form 8-K.
Item 3.03 – Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Increase described in Items 5.03 and 5.07 of this Current Report on Form 8-K/A is incorporated by reference in this Item 3.03.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 21, 2021, the Company reconvened and concluded the Special Meeting. As previously reported in the Original Form 8-K, the Company’s stockholders voted on, and approved two proposals at the Special Meeting, including a proposal to adjourn the Special Meeting in the event that there were insufficient votes to approve the Increase. Following approval of the adjournment proposal, the Special Meeting was adjourned until June 21, 2021 in order to allow the Company’s stockholders more time to consider and approve the Increase. Following approval of the Increase at the reconvened Special Meeting, the Increase became effective on June 21, 2021. The description of the amendment to effectuate the Increase is qualified in its entirety by reference to the full text of the Certificate of Amendment for the Increase, a copy of which is included hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
We reconvened the Special Meeting at 8:00 a.m., Eastern time, on June 21, 2021. At the reconvened Special Meeting, stockholders approved an amendment to our Articles of Incorporation to increase the authorized number of shares from 210,000,000 to 410,000,000 and the authorized number of common shares from 200,000,000 to 400,000,000. The vote for such approval was 68,411,111 shares for, 13,230,161 shares against, 824,790 shares abstaining, and no broker non-votes.
Item 9.01 – Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to the Articles of Incorporation of Citius Pharmaceuticals, Inc. dated June 21, 2021. |
Citius Pharmaceuticals, Inc. Exhibit
EX-3.1 2 ea143024ex3-1_citiuspharma.htm CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CITIUS PHARMACEUTICALS,…
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About Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR)
Citius Pharmaceuticals, Inc., formerly Trail One, Inc., is a pharmaceutical company engaged in developing and commercializing therapeutic products. The Company focuses on developing formulations to manage the delivery and compliance of approved drugs. The Company offers Suprenza, an orally disintegrating tablet and an obesity drug that can be administered with water or dissolved on tongue. The Company also focuses on development of its product candidate, Hydrocortisone-Lidocaine Cream, which is in Phase II study. Its Hydrocortisone-Lidocaine Cream is used to provide anti-inflammatory and anesthetic relief to persons suffering from grade I and II hemorrhoids. Citius Pharmaceuticals, LLC is its subsidiary. The Company has not generated any revenues.
STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Submission of Matters to a Vote of Security Holders
STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) 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.
A special meeting (the “Special Meeting”) of the stockholders of Staffing 360 Solutions, Inc. (the “Company”) was held on June 21, 2021. The matter described below was submitted to a vote of the Company’s stockholders at the Special Meeting. The proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 24, 2021 (the “Proxy Statement”).
Proposal 1. A proposal to approve the amendment to the Company’s amended and restated certificate of incorporation to effect, at the discretion of the Company’s board of directors but prior to the Company’s 2021 annual stockholder meeting, a reverse stock split of all of the outstanding shares of the Company’s common stock, par value $0.00001 per share, at a ratio in the range of 1-for-2 to 1-for-20, such ratio to be determined by the Company’s board of directors and included in a public announcement.
The Company’s stockholders approved Proposal 1, with the following voting results:
| For | Against | Abstentions | Broker Non-Votes | |||
| 28,737,407 | 4,417,710 | 49,649 | – | |||
For more information about the foregoing proposal, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
About STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF)
Staffing 360 Solutions, Inc. operates in the staffing sector. The Company is engaged in the execution of a global buy-and-build strategy through the acquisition of domestic and international staffing organizations in the United States and the United Kingdom. Its targeted consolidation model is focused on the finance and accounting, administrative, engineering and information technology (IT) staffing space.
Verde Resources, Inc. (OTCMKTS:VRDR) Files An 8-K Entry into a Material Definitive Agreement
Verde Resources, Inc. (OTCMKTS:VRDR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 17, 2021, Verde Resources, Inc. (the “Company”), through its indirect subsidiary Bio Resources Limited (“BRL”), a company incorporated under the laws of the Labuan, entered into a Shares Sale Agreement with Global Renewables Sdn Bhd (“Global Renewables”), a company incorporated under the laws of the Malaysia, to acquire the entire issued and paid-up share capital of Global Renewables. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 25,000 upon the execution of the Shares Sale Agreement.
On June 18, 2021, the Company, through its wholly-owned subsidiary Gold Billion Global Limited (“GBL”), entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of Champmark Sdn Bhd (“CSB”), a company incorporated under the laws of the Malaysia. Prior to this acquisition, GBL owned 85% equity in CSB. Upon completion of the acquisition, GBL would own the entire issued and paid-up share capital of CSB. Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 upon the execution of the Shares Sale Agreement.
Item 9.01 Financial Statements and Exhibits
VERDE RESOURCES, INC. Exhibit
…
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About Verde Resources, Inc. (OTCMKTS:VRDR)
Verde Resources, Inc. is engaged in gold mining in Malaysia. The Company is undertaking natural mineral resource extraction management services. The Company conducts business operations in Pahang, Malaysia through its indirect subsidiary, Champmark Sdn Bhd (CSB). Its exploration and mining business is provided through contractual arrangements with CSB through its subsidiary, Gold Billion Global Limited (GBL). Its CSB, the variable interest entities (VIE) of GBL, sells gold minerals directly to the gold trading company in Malaysia. CSB holds the operating right to Merapoh Gold Mine (the Mine). The Mine is located in northern Pahang and in the middle of Malaysia’s gold metallogenic belt. It lies between the western and eastern tin belts and extends from Kelantan (Sungai Pergau and Sungai Galas) to Pahang (Merapoh, Kuala Lipis, Raub), Terengganu (Lubuk Mandi), Negri Sembilan and Johor (Gunung Ledang).
