TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCBB:MRRM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement. |
On April 13, 2015, Twinlab Consolidated Holdings, Inc. (the
Company) filed a Current Report on Form 8-K with the Securities
and Exchange Commission (the SEC) disclosing that the Company and
Twinlab Consolidation Corporation (TCC), a wholly-owned
subsidiary of the Company, as co-tenants, entered into an Office
Lease Agreement (the Lease) with First Central Tower, Limited
Partnership (Landlord) for premises in the building located at
360 Central Avenue, St. Petersburg, Florida (the Building). The
Company and TCC are collectively referred to herein as Twinlab.
On November 30, 2016, Landlord delivered to Twinlab the executed
First Amendment to Lease Agreement, made as of November 18, 2016
(the First Amendment). to the First Amendment, Landlord and
Twinlab agreed to delay the Space Plan and Tenant Improvement (as
such terms are defined in the Lease) process for the
6th floor of the Building to allow Twinlab the
opportunity to obtain potential subtenant(s), assignees or retain
occupancy for all or portions of the space leased by Twinlab.
Accordingly, Landlord and Twinlab agreed that (i) the Rent
Commencement Date (as defined in the Lease) for the
5th floor of the Building occurred on May 1, 2016;
(ii) the First Expansion Premises Commencement Date (as defined
in the Lease) is deemed to be October 1, 2016 and Twinlabs
obligation to pay Rent (as defined in the Lease) commenced on
October 1, 2016 notwithstanding that Substantial Completion of
Tenant Improvements (as defined in the Lease) to the
6th floor of the Building may not have occurred; (iii)
commencement of the space planning period under the Lease and
Landlords obligation to perform Tenants Improvements (as defined
in the Lease) to the 6th floor of the Building, other
than the Pre-Construction White Box Work (as defined in the First
Amendment), is deferred until Twinlab notifies Landlord that
Twinlab elects to commence the space plan period. Twinlab is
entitled to certain Rent abatement for the Rent otherwise due for
the 5th floor of the Building with certain exceptions,
of up to thirty (30) days of Rent; (iv) upon giving of the notice
described in clause (iii) above, all other provisions of the
Lease with respect to the Tenant Improvements (as defined in the
Lease) remain in effect and shall commence on the date that the
Approved First Expansion Premises Space Plan(s) (as defined in
the Lease) are established, provided, however, that Landlord is
not obligated to commence performance of the Tenant Improvements
to the 6th Floor of the Building or fund the
Construction Allowance (as defined in the Lease) unless and until
Landlord approves a Future Assignee or Future Subtenant (as
defined in the First Amendment) or Twinlab informs Landlord that
it intends to take occupancy of the 6th floor of the
Building; (v) Landlords obligation to install the Internal
Stairwell (as defined in the Lease) portion of the Tenant
Improvements is deferred until Landlord approves a Future
Assignee or Future Subtenant, provided, however, that Twinlab may
elect not to install the Internal Stairwell and receive (x) an
additional Construction Allowance (as defined in the Lease) of up
to $50,000 or (y) a rent credit of $25,000; (vi) Landlord will
perform certain pre-construction improvements to the
6th floor of the Building if Twinlab so desires,
notwithstanding the other provisions of the First Amendment
pertaining to improvements, utilizing up to $150,000 of the
Construction Allowance; (vii) Landlord waives Twinlabs obligation
to comply with the Market Cap Test (as defined in the Lease) as a
condition to Landlords obligation to deliver the 6th
floor of the Building to Twinlab; (viii) payment of the Moving
Allowance (as defined in the Lease) is deferred until such time
as (x) Twinlab, (y) a Future Assignee and/or (z) a Future
Subtenant, as the case may be, takes occupancy of the
5th floor and/or the 6th floor of the
Building; and (ix) the parking charge waiver for the
5th floor of the Building is extended to August 31,
2017 and to April 30, 2017 for the 6th floor of the
Building.
On November 30, 2016, Landlord also delivered its consent, dated
as of December 1, 2016, to the Agreement of Sublease, dated as of
December 1, 2016 (the Sublease Agreement), by and among the
Company, TCC and Powerchord, Inc. (Subtenant). to the Sublease
Agreement, Subtenant sublet the entire 5th floor of
the Building, constituting 15,296 square feet, from Twinlab (the
Subleased Space). The term of the Sublease Agreement commences on
February 1, 2017 and expires on June 30, 2022. Twinlab granted
Subtenant an option to renew the Subleased Space for the period
July 1, 2022 through April 29, 2027 (the Renewal Term).
Subtenant will pay Twinlab an aggregate of $2,005,186 over the
term of the Sublease Agreement and its proportionate share of
increases in the Buildings Operating Expenses (as such term is
defined in the Lease) over the Buildings Operating Expenses
incurred by Landlord during calendar year 2017. Subtenant will
pay Twinlab an aggregate of $2,133,279 in the event Subtenant
exercises its option for the Renewal Term and its proportionate
share of increases in the Buildings Operating Expenses over the
Buildings Operating Expenses incurred by Landlord during calendar
year 2017.
Subtenant has delivered an irrevocable Letter of Credit (the
Letter of Credit) to Twinlab in the amount of $100,000 to secure
its performance under the Sublease Agreement. In the event
Subtenant exercises its option for the Renewal Term, Subtenant
must secure its performance under the renewed Sublease Agreement
by delivering an amended Letter of Credit or a new letter of
credit.
The foregoing description of the Lease is qualified in its
entirety by reference to Exhibit 10.58 to the Companys Quarterly
Report on Form 10-Q for the three months ended March 31, 2015 and
filed with the SEC on May 14, 2015. The foregoing descriptions of
the (i) First Amendment and (ii) Sublease Agreement are qualified
in their entirety by reference to the full text of such
documents, which documents are exhibits to this Report.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit 10.58 |
Office Lease Agreement, dated April 7, 2015, by and between |
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Exhibit 10.1 |
First Amendment to Lease Agreement, made as of November 18, |
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Exhibit 10.2 |
Agreement of Sublease, dated as of December 1, 2016, by and |
About TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCBB:MRRM)
Twinlab Consolidated Holdings, Inc., formerly Mirror Me, Inc., is a manufacturer, marketer and distributor of nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores and food, drug and mass market retailers. The Company markets and distributes nutritional supplements to and through health and natural product distributors and retailers, internationally. The Company manufactures and sells nutritional products, including a line of nutritional supplements under the Twinlab brand (including the Twinlab Fuel family of sports nutrition products) and the Reserveage Nutrition brand. The Company also manufactures and sells diet and energy products under the Metabolife brand name, a line of products that promote joint health under the Trigosamine brand name, and a line of herbal teas under the Alvita brand name. In addition, the Company acts as contract manufacturers for private label customers. TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCBB:MRRM) Recent Trading Information
TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCBB:MRRM) closed its last trading session at 0.0000 with shares trading hands.