Item 1.01 Entry into a Material Definitive Agreement.
On
Interest will accrue on any Outstanding Balance at the rate of nine percent (9%) per annum. All interest calculations shall be computed based on a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of the New Note.
The New Agreement and New Note contain customary representations, warranties and events of defaults, including the occurrence of a Fundamental Transaction without the Investor's prior written consent or the occurrence of Trigger Event, as defined in the New Note.
The Company relied on the exemption from registration offered by Section 4(a)(2) of the Securities Act of 1933, as amended, for the issuance of the New Note. The Investor has represented to us it is an "accredited investor", as defined in Rule 501(a) of Regulation D.
The preceding description of the New Agreement, New Note and other related agreements does not purport to be complete and is qualified in its entirety by reference to such documents which are filed as Exhibits to this report, and 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 information in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description
10.1 Amended and Restated Forbearance and Line of Credit Agreement, between
10.2 Amended and Restated Secured Promissory Note in the face amount of
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Certain schedules, annexes, exhibits, and similar attachments have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule
exhibit or item will be furnished supplementally to the
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