TetriDyn Solutions, Inc. (OTCMKTS:TDYS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into Material Definitive Agreement. |
On February 24, 2017, TetriDyn Solutions, Inc., a Nevada
corporation (the Company), completed the amendment of certain
convertible promissory notes issued to JPF Venture Group, Inc.
(JPFVG) to eliminate the conversation feature of those notes.
Among other convertible promissory notes, JPFVG holds:
(a) a convertible promissory note assigned by the original
creditor to JPFVG on March 12, 2015, in the original principal
amount of Three Hundred Ninety Four Thousand Three Hundred Eighty
Dollars ($394,380) (the $394,380 Note), convertible at the
discretion of JPFVG into a total of 63,102 shares of the Companys
common stock (as adjusted for the Companys 1-for-250 reverse
stock split as set forth in the Companys Current Report Form 8-K
filed with the Commission on December 20, 2016);
(b) a convertible promissory note issued by the Company to JPFVG
on February 25, 2016, in the original principal amount of Fifty
Thousand Dollars ($50,000) (the February Note), convertible at
the discretion of JPFVG into a total of 1,666,667 shares of the
Companys common stock;
(c) a convertible promissory note issued by the Company to JPFVG
on May 20, 2015, in the original principal amount of Fifty
Thousand Dollars ($50,000) (the May Note), convertible at the
discretion of JPFVG into a total of 1,666,667 shares of the
Companys common stock; and
(d) a convertible promissory note issued by the Company to JPFVG
on October 20, 2016 in the remaining principal amount of Twelve
Thousand Five Hundred Dollars ($12,500) (the October Note),
convertible at the discretion of JPFVG into a total of 416,667
shares of the Companys common stock.
(the $394,380 Note, the February Note, the May Note and the
October Note are collectively referred to herein as, the Notes).
to that certain Amendment of Promissory Notes dated February 24,
2017 (the Amendment), the Company and JPFVG amended the Notes to
eliminate the conversion feature of the Notes, such that none of
the principal nor interest under the Notes may be converted into
shares of the capital stock of the Company. The Amendment
effectuates the elimination of JPFVGs conversion rights under the
Notes to acquire an aggregate of 3,813,103 shares issuable upon
conversion of the Notes
The foregoing summary description of the terms of the Amendment
may not contain all information that is of interest to the
reader. For further information regarding the terms of the
Amendment, reference is made to the Amendment, which is filed
hereto as Exhibit 10.1, and is incorporated herein by this
reference.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)On February 23, 2017, the Board of Directors of the Company
appointed Antoinette Hempstead to serve as director of the
Company, effective February 24, 2017. to the Companys Bylaws, Ms.
Hempstead shall hold office until the next election of directors
by the shareholders of the Company.
Antoinette Hempstead served as our Chief Executive Officer and
President from April 2013 until March 2015. Prior to that, Ms.
Hempstead served as our Deputy Chief Executive Officer and Vice
President since August 2002. Ms. Hempstead has over 30 years
experience in management, software management, software
development, and finance. Ms. Hempstead is currently an IT
Project Manager for an international carbon fiber manufacturing
company.
There are no arrangements or understandings between Ms. Hempstead
and any other person to which either of them were selected as a
director of the Company.
Ms. Hempstead has not been a participant in, nor is she to be a
participant in, any related-person transaction or proposed
related-person transaction required to be disclosed by Item
404(a) of Regulation S-K under the Securities Exchange Act of
1934, as amended. There are no plans, contracts or arrangements
or amendments to any plans, contracts or arrangements entered
into with Ms. Hempstead in connection with her election to the
Board of Directors, nor are there any grants or awards made to
Ms. Hempstead in connection therewith.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
| 10.1 |
Amendment to Convertible Promissory Notes, dated February 24, 2017, by and between TetriDyn Solutions, Inc. and JPF Venture Group, Inc. |
About TetriDyn Solutions, Inc. (OTCMKTS:TDYS)
TetriDyn Solutions, Inc. provides business information technology (IT) solutions. The Company optimizes business and IT processes by using systems engineering methodologies, strategic planning and system integration to develop radio-frequency identification (RFID) products to address location tracking issues in the healthcare industry, including issues surrounding patient care, and optimization of business processes for healthcare providers. The Company develops applications for its integrated system of RFID and software solutions for tracking, management and diagnostic systems. The Company’s product line includes Silver Key Solution and ChargeCatcher Revenue Recovery Services. The Company’s Silver Key Solution is its healthcare RFID solution that includes automatic patient fall detection, motion detection, identification of location within a facility, and proximity of facility employee to facility resident. ChargeCatcher targets revenue recovery in hospital environments. TetriDyn Solutions, Inc. (OTCMKTS:TDYS) Recent Trading Information
TetriDyn Solutions, Inc. (OTCMKTS:TDYS) closed its last trading session 00.0000 at 0.0199 with 50,000 shares trading hands.
