Current Report Filing (8-k)
November 26 2014 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 26, 2014
CVSL INC.
(Exact name of registrant as specified in its charter)
Florida |
|
Commission |
|
98-0534701 |
(State or other jurisdiction |
|
File No.: 001-36755 |
|
(IRS Employer |
of incorporation or organization) |
|
|
|
Identification No.) |
2400 North Dallas Parkway, Suite 230, Plano, Texas 75093
(Address of principal executive offices and zip code)
(972) 398-7120
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 26, 2014, CVSL Inc. (the Company) and Richmont Capital Partners V LP (RCP V), pursuant to the terms of the Second Amendment dated June 12, 2014 to the Convertible Subordinated Unsecured Promissory Note issued by the Company to RCP V on December 12, 2012 (the Note), mutually agreed to provide for the conversion by RCP V of the Note in the principal amount of $20.0 million into 3,200,000 shares of our common stock effective immediately.
Based on the companys financial statements as of September 30, 2014, the capitalization on a pro forma basis after giving effect to the conversion of the Note into 3,200,000 shares of the Companys common stock would reflect long term debt, including current portion, of $4,883,749 and a total shareholders equity of $16,780,577.
Item 3.02 Unregistered Sale of Equity Securities
The information contained in Item 1.01 is hereby incorporated by reference. The issuance of the shares of common stock upon conversion of the Note were exempt from issuance in reliance upon Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
4.1 |
Letter Agreement regarding conversion of Convertible Promissory Note |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
CVSL Inc. |
|
|
|
|
|
|
Date: November 26, 2014 |
By: |
/s/ John P. Rochon |
|
|
John P. Rochon |
|
|
Chairman and Chief Executive Officer |
3
Exhibit 4.1
RICHMONT CAPITAL PARTNERS V LP
CVSL Inc.
2400 North Dallas Parkway, Suite 230
Plano, Texas 75093
Attn: Kelly L. Kittrell
Re: Conversion of $20.0 Million Note
Dear Kelly:
Reference is made to that certain Second Amendment dated June 12, 2014 to the Convertible Subordinated Unsecured Promissory Note, issued dated December 12, 2012, in the principal amount of $20.0 Million held by the undersigned (herein, the Note).
The undersigned hereby agrees to convert the Note, effective as of the date hereof, into Three Million Two Hundred Thousand (3,200,000) shares of CVSLs common stock.
|
RICMONT CAPITAL PARTNERS V LP |
|
By: Richmont Street LLC, its General Partner |
|
|
|
|
|
By: |
/s/ John Rochon, Jr. |
|
Name: |
John Rochon, Jr. |
|
Title: |
President |
|
|
|
|
|
|
|
ACKNOWLEDGED AND AGREED: |
|
|
|
|
CVSL INC. |
|
|
|
|
|
|
|
By: |
/s/ John P. Rochon |
|
Name: |
John P. Rochon |
|
Title: |
Chief Executive Officer |
|
|
|
|
JRjr33 (CE) (USOTC:JRJRQ)
Historical Stock Chart
From Mar 2024 to Apr 2024
JRjr33 (CE) (USOTC:JRJRQ)
Historical Stock Chart
From Apr 2023 to Apr 2024