Amended Current Report Filing (8-k/a)
October 26 2017 - 4:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 21, 2017
INTELLINETICS,
INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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000-31671
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87-0613716
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S
Employer
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of
incorporation)
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Identification
No.)
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2190
Dividend Dr., Columbus, Ohio
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43228
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code
:
(614) 388-8908
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY
NOTE
On
September 27, 2017, Intellinetics, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K
(the “Original Report”) to report that Michael N. Taglich and Robert F. Taglich (each, an “Investor” and
collectively, the “Investors”) had each advanced $75,000 (for a total of $150,000) to the Company on September 21,
2017, in connection with bridge loans by each Investor to the Company (each, a “Bridge Loan” and collectively, the
“Bridge Loans”), the terms of which were subject to further negotiation and execution of definitive agreements between
the parties. This Amendment No. 1 to Current Report on Form 8-K/A (this “Amended Report”), amends and supplements
the Original Report in order to report the execution of definitive agreements in connection with the Bridge Loans and to disclose
the final terms and conditions thereof.
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
October 22, 2017, the Company issued the following convertible promissory notes (each, a “Note” and collectively,
the “Notes”):
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Convertible
Promissory Note in favor of Michael N. Taglich, in the original principal amount of $77,320, with an original issue discount
of $2,320, and an effective date of September 21, 2017; and
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●
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Convertible
Promissory Note in favor of Robert F. Taglich, in the original principal amount of $77,320, with an original issue discount
of $2,320, and an effective date of September 21, 2017.
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Robert
F. Taglich and Michael N. Taglich each beneficially own more than five percent (5%) of the Company’s outstanding shares
of Common Stock.
The
Notes evidence each Investor’s respective advance of $75,000 to the Company on September 21, 2017, in connection with the
Bridge Loans. Each Note matures on September 21, 2018 (the “Maturity Date”), and bears interest at the rate of 8%
per annum until maturity, with interest beginning to accrue six months following the stated effective date and becoming payable
quarterly. Any amounts not paid when due under each Note will accrue interest at the annual rate of 12% until paid. Each Note
is convertible at the holder’s option at any time prior to repayment, into shares of common stock, par value $0.001 per
share, of the Company (“Common Stock”) at the conversion price of $0.30 per share. Each Note is also exchangeable
at the holder’s option, on a dollar-for-dollar basis, for any securities or other consideration issued by the Company in
connection with any equity financing, merger, or other change of control transaction consummated by the Company while the Note
remains outstanding. The Company intends to use the proceeds of the Notes for working capital, general corporate purposes, and
debt repayment.
Pursuant
to the Notes, each Investor also received warrants to purchase 75,000 shares of Common Stock at an exercise price of $0.30 per
share (the “Warrants”), with an expiration date of September 22, 2022. The Company issued an aggregate of 150,000
Warrants to the Investors as a group.
The
foregoing summary of the terms and conditions of the Notes and the Warrants does not purport to be complete and is qualified in
its entirety by reference to the full text of the Form of Convertible Promissory Note attached as Exhibit 10.1 hereto and the
Form of Warrant attached as Exhibit 10.2 hereto, each of which is hereby incorporated herein by reference.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
October 22, 2017, the Company executed and delivered the Notes, in the aggregate principal amount of $154,640, as described in
Item 1.01 of this Report, which description is incorporated herein by reference.
On
October 22, 2017, the Company issued an aggregate of 150,000 Warrants to the Investors, as described in Item 1.01 of this Report,
which description is incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information provided in Item 1.01 of this Amended Report is hereby incorporated by reference into this Item 3.02. The issuances
of the Notes and the Warrants were exempt from the requirements of the Securities Act of 1933, as amended, pursuant to an exemption
provided by Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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INTELLINETICS, INC.
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By:
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/s/
Joseph D. Spain
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Joseph D. Spain
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Chief
Financial Officer
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Dated:
October 26, 2017