TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCMKTS:TLCC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Golisano Holdings LLC
On December 30, 2016, Twinlab Consolidated Holdings, Inc. (the
Company) issued an Unsecured Promissory Note in favor of Golisano
Holdings LLC, a New York limited liability company (Golisano
LLC), to which Golisano LLC will loan the Company a principal
amount of $2,500,000 (the Golisano Note). The Golisano Note
matures on December 30, 2019. Interest on the outstanding
principal accrues at a rate of 8.5% per year. The principal of
the Golisano Note is payable at maturity.
The Golisano Note provides that the Company issue into escrow in
the name of Golisano LLC a warrant to purchase an aggregate of
1,136,363 shares of the companys common stock, par value $.001
per share (the Common Stock), at an exercise price of $.01 per
share (the Golisano Warrant).
The Golisano Warrant will not be released from escrow or be
exercisable unless and until the Company fails to pay Golisano
LLC the entire unamortized principal amount of the Golisano Note
and any accrued and unpaid interest thereon as of December 30,
2019 or such earlier date as is required to an Acceleration
Notice (as defined in the Golisano Note).
The Company has reserved 1,136,363 shares of Common Stock for
issuance under the Golisano Warrant. The Golisano Warrant, if
exercisable, expires on December 30, 2022.
The Golisano Warrant is also subject to customary adjustments
upon any recapitalization, capital reorganization or
reclassification, consolidation, merger or transfer of all or
substantially all of the assets of the Company.
The Company and Golisano LLC previously entered into a
Registration Rights Agreement, dated as of October 5, 2015 (the
Registration Rights Agreement), granting Golisano LLC certain
registration rights for certain shares of Common Stock. The
shares of Common Stock issuable to the Golisano Warrant are also
entitled to the benefits of the Registration Rights Agreement.
As previously reported by the Company in the Companys Current
Reports on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on February 3, 2016, March 25, 2016 and July
27, 2016, respectively, the Company issued an Unsecured
Promissory Note to Golisano LLC, dated January 28, 2016 (the
First Golisano Note), an Unsecured Promissory Note to Golisano
LLC, dated March 21, 2016 (the Second Golisano Note) and an
Unsecured Delayed Draw Promissory Note to Golisano LLC, dated
July 21, 2016 (the Third Golisano Note). In connection with the
issuance of the Golisano Note, on December 30, 2016, the Company
and Golisano LLC entered into an Amendment No. 4 to Unsecured
Promissory Note amending the terms of the First Golisano Note
(Golisano Amendment No. 4), an Amendment No. 3 to Unsecured
Promissory Note amending the terms of the Second Golisano Note
(Golisano Amendment No. 3) and an Amendment No. 1 to Unsecured
Delayed Draw Promissory Note amending the terms of the Third
Golisano Note (Golisano Amendment No.1) to make reference in the
cross default and pari passu provisions to the Golisano Note and
the Great Harbor Note (as defined below).
The forgoing descriptions of the (i) Golisano Note and the (ii)
Golisano Warrant are qualified in their entirety by reference to
the full text of such documents, which documents are exhibits to
this Report. The foregoing description of the Registration Rights
Agreement is qualified in its entirety by reference to the full
text of such document, which document was filed by the Company in
a Current Report on Form 8-K filed with the SEC on October 8,
2016 and is hereby incorporated by reference herein.
GREAT HARBORLLC
On December 30, 2016, Twinlab Consolidated Holdings, Inc. (the
Company) issued an Unsecured Promissory Note in favor of Great
Harbor LLC, a Nevada limited liability company (Great Harbor), to
which Great Harbor will loan the Company the principal amount of
$2,500,000 (the Great Harbor Note). The Great Harbor Note matures
on December 30, 2019. Interest on the outstanding principal
accrues at a rate of 8.5% per year. The principal of the Great
Harbor Note is payable at maturity.
The Great Harbor Note provides that the Company issue into escrow
in the name of Great Harbor a warrant to purchase an aggregate of
1,136,363 shares of Common Stock at an exercise price of $.01 per
share (the Great Harbor Warrant).
The Great Harbor Warrant will not be released from escrow or be
exercisable unless and until the Company fails to pay Great
Harbor the entire unamortized principal amount of the Great
Harbor Note and any accrued and unpaid interest thereon as of
December 30, 2019 or such earlier date as is required to an
Acceleration Notice (as defined in the Great Harbor Note).
The Company has reserved 1,136,363 shares of Common Stock for
issuance under the Great Harbor Warrant. The Great Harbor
Warrant, if exercisable, expires on December 30, 2022.
The Great Harbor Warrant is also subject to customary adjustments
upon any recapitalization, capital reorganization or
reclassification, consolidation, merger or transfer of all or
substantially all of the assets of the Company.
The Great Harbor Warrant grants Great Harbor certain registration
rights for the shares of Common Stock issuable upon exercise of
the Great Harbor Warrant.
As previously reported by the Company in the Companys Current
Reports on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on February 3, 2016 and March 25, 2016,
respectively, the Company issued an Unsecured Promissory Note to
Great Harbor, dated January 28, 2016 (the First Great Harbor
Note) and an Unsecured Promissory Note to Great Harbor, dated
March 21, 2016 (the Second Great Harbor Note).In connection with
the issuance of the Great Harbor Note, on December 30, 2016, the
Company and Great Harbor entered into an Amendment No. 4 to
Unsecured Promissory Note amending the terms of the First Great
Harbor Note (Great Harbor Amendment No. 4) and an Amendment No. 3
to Unsecured Promissory Note amending the terms of the Second
Great Harbor Note (Great Harbor Amendment No. 3) to make
reference in the cross default and pari passu provisions to the
Great Harbor Note and the Golisano Note.
The forgoing descriptions of the (i) Great Harbor Note and the
(ii) Great Harbor Warrant are qualified in their entirety by
reference to the full text of such documents, which documents are
exhibits to this Report.
AMENDMENTS OF PRIOR NOTES
As previously reported by the Company in the Companys Current
Report on Form 8-K filed with the SEC on April 11, 2016, the
Company, on April 5, 2016, issued an Unsecured Promissory Note to
JL-Utah Sub, LLC (the JL-US Note). As previously reported by the
Company in the Companys Current Report on Form 8-K filed with the
SEC on July 27, 2016, the Company, on July 21, 2016, issued an
Unsecured Delayed Draw Promissory Note to Little Harbor LLC (the
Little Harbor Note). On December 30, 2016, in connection with the
issuance of the Golisano Note and the Great Harbor Note, the
Company entered into Golisano Amendment No. 4, Golisano Amendment
No. 3, Golisano Amendment No. 1, Great Harbor Amendment No. 4,
Great Harbor Amendment No. 3,an Amendment No.2 to Unsecured
Promissory Note amending the terms of the JL-US Note (JL-US
Amendment No. 2) and an Amendment No. 1 to Unsecured Delayed Draw
Promissory Note amending the terms of the Little Harbor Note
(Little Harbor Amendment No. 1), in each case to make reference
in the cross default and pari passu provisions to the Golisano
Note and the Great Harbor Note.
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The information set forth in Item 1.01 regarding the (i) Golisano
Warrant and (ii) Great Harbor Warrant is hereby incorporated by
reference in answer to Item 3.02.
The Company issued the above-referenced (i) Golisano Warrant and
(ii) Great Harbor Warrant to Golisano LLC and Great Harbor,
respectively, in reliance upon the exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the Securities Act), for private offerings not involving a
public distribution. The Company believes that the issuance of
the (i) Golisano Warrant and (ii) Great Harbor Warrant were
exempt from the registration and prospectus delivery requirements
of the Securities Act by virtue of Section 4(a)(2) of the
Securities Act. The (i) Golisano Warrant and (ii) Great Harbor
Warrant were issued directly by the Company and did not involve a
public offering or general solicitation. Each of Golisano LLC and
Great Harbor were afforded an opportunity for effective access to
the files and records of the Company that contained the relevant
information needed to make its investment decision, including the
Companys financial statements and periodic reports under the
Securities Exchange Act of 1934, as amended. The Company
reasonably believed that each of Golisano LLC and Great Harbor,
immediately prior to the issuance of the above-referenced (i)
Golisano Warrant and (ii) Great Harbor Warrant, respectively, had
such knowledge and experience in the Companys financial and
business matters that it was capable of evaluating the merits and
risks of its investment. Each of Golisano LLC and Great Harbor
had the opportunity to speak with the Companys management on
several occasions prior to its investment decision. There were no
commissions paid on the issuance of the above-referenced (i)
Golisano Warrant and (ii) Great Harbor Warrant.
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TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCMKTS:TLCC) Recent Trading Information
TWINLAB CONSOLIDATED HOLDINGS, INC. (OTCMKTS:TLCC) closed its last trading session 00.000 at 0.600 with 1,000 shares trading hands.
