UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 1, 2014
Intelligent Living America, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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| 000-54026
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| 36-4794823
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(State or Other Jurisdiction
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| (Commission
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| (I.R.S. Employer
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of Incorporation)
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| File Number)
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| Identification No.)
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299 Alhambra Circle, Suite 512
Coral Gables, FL 33134
(Address of Principal Executive Offices) (Zip Code)
800.800.5487
(Registrant’s telephone number, including area code)
80 SW 8th Street, Suite 1870
Miami, FL 33130
(Former name or former address, if changed since last report)
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:
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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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Item 1.01.
Entry into a Material Definitive Agreement.
On December 19, 2015 the Company entered into an agreement with Venturian Group, Inc. to amend the existing promissory note to reduce the principal balance of the note by $360,000, from $610,000 to $250,000. In addition, the Company amended the promissory note by issuing a convertible debenture to replace the Company’s existing note payable. The debenture is convertible into common stock at a price equal to 60% of the trailing 10-day volume-weighted average price as quoted on the OTCBB or other exchange, bears interest at 6% annually, and has a two year term. The convertible debenture agreement and the amendment to the promissory note are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively.
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 1, 2014, Mr. Allen Firouz tendered his resignation from his position as a member of the Board of Directors of the Corporation (the “Board of Directors”) and as Chief Technology Officer of the Corporation, effective December 1, 2014. His resignation was not a result of any dispute or disagreement with the management of the Corporation.
Item 7.01
Regulation FD Disclosure.
On January 7, 2015 we issued a press release announcing the consummation of the transaction with Venturian Group, Inc. The press release is furnished hereto as Exhibit 99.1.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Intelligent Living America, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Set forth below is a list of exhibits to this Current Report on Form 8-K:
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Exhibit No.:
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| Description:
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10.4
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| Convertible Debenture with Venturian Group, Inc.
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10.5
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| First Amendment to Promissory Note with Venturian Group, Inc.
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99.1
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| Press Release date January 7, 2015
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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, hereunto duly authorized.
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Date: January 7, 2015
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| Intelligent Living America, Inc.
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| By:
| /s/ Paul Favata
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| Paul Favata, President
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Exhibit 10.4
Dated: December 19, 2014
NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
$250,000
Intelligent Living America, Inc. Convertible Debenture
Due December 19, 2016
This Convertible Debenture (the "Debenture") is issued by INTELLIGENT LIVING AMERICA, INC., a Nevada corporation (the "Obligor"), to Venturian Group, Inc., a Florida corporation (the "Holder").
The Obligor and the Holder are parties to that certain Promissory Note dated as of April 25, 2014 pursuant to which the Holder is owed a principal amount of $610,000 by the Obligor (the “Promissory Note”). As of the date hereof, the Obligor owes the Holder $633,646 (the “Note Balance”) under the Promissory Note, which includes accrued interest from the original date of the Note. At the request of the Obligor, the Holder has agreed to confirm Obligor’s obligation to repay Holder in this Debenture.
FOR VALUE RECEIVED, the Holder agrees to reduce the Note Balance under the Promissory Note to the amount of $250,000.00 (the “Revised Note Balance” per the First Amendment to the Promissory Note), and the Obligor hereby promises to pay to the Holder or its successors and assigns the sum of $250,000.00, plus accrued interest on or before December 19, 2016 (the "Maturity Date") in accordance with the following terms:
Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 6%. Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, to the extent permitted by applicable law. Interest hereunder will be paid to the Holder or its assignee (as defined in Section 4) in whose name this Debenture is registered on the records of the Obligor regarding registration and transfers of Debentures (the "Debenture Register").
Security Agreement. This Debenture is secured by the Promissory Note.
This Debenture is subject to the following additional provisions:
Section 1. This Debenture is exchangeable for an equal aggregate principal amount of Debentures of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration of transfer or exchange.
Section 2.
Events of Default.
(a)
An "Event of Default", wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
(i)
Any default in the payment of the principal of, interest on or other charges in respect of this Debenture, free of any claim of subordination, as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise);
(ii)
The Obligor shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) hereof) or any Transaction Document (as defined in Section 4) which is not cured with in the time prescribed; and
(iii)
An Event of Default under the Promissory Note.
Section 3.
Conversion.
(a)
(i)
Conversion at Option of Holder.
(A)
This Debenture shall be convertible into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Original Issue Date (as defined in Section 4) (subject to the limitations on conversion set forth in Section 3(a)(ii) hereof). The number of shares of Common Stock issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the outstanding amount of this Debenture to be converted by (y) the Conversion Price (as defined in Section 3(c)(i)). The Obligor shall deliver the Common Stock certificates to the Holder prior to the Fifth (5th) Trading Day after a Conversion Date, such certificates to evidence unrestricted Common Stock that is freely tradable by the Holder.
(B)
Notwithstanding anything to the contrary contained herein, if on any Conversion Date: (1) the number of shares of Common Stock at the time authorized, unissued and unreserved for all purposes, or held as treasury stock, is insufficient to pay principal and interest hereunder in shares of Common Stock; (2) the Common Stock is not listed or quoted for trading on the OTC or on a Subsequent Market; (3) the Obligor has failed to timely satisfy its conversion; or (4) the issuance of such shares of Common Stock would result in a violation of Section 3(a)(ii), then, at the option of the Holder, the Obligor, in lieu of delivering shares of
Common Stock pursuant to Section 3(a)(i)(A), shall deliver, within three (3) Trading Days of each applicable Conversion Date, an amount in cash equal to the product of the outstanding principal amount to be converted plus any interest due therein divided by the Conversion Price and multiplied by the highest closing price of the stock from date of the conversion notice till the date that such cash payment is made.
Further, if the Obligor shall not have delivered any cash due in respect of conversion of this Debenture or as payment of interest thereon by the fifth (5th) Trading Day after the Conversion Date, the Holder may, by notice to the Obligor, require the Obligor to issue shares of Common Stock pursuant to Section 3(c). Any such shares will be subject to the provisions of this Section.
(C)
The Holder shall effect conversions by delivering to the Obligor a completed notice in the form attached hereto as Exhibit A (a "Conversion Notice"). The date on which a Conversion Notice is delivered is the "Conversion Date." Unless the Holder is converting the entire principal amount outstanding under this Debenture, the Holder is not required to physically surrender this Debenture to the Obligor in order to effect conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture plus all accrued and unpaid interest thereon in an amount equal to the applicable conversion. The Holder and the Obligor shall maintain records showing the principal amount converted and the date of such conversions. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error.
(ii)
Certain Conversion Restrictions.
(A)
A Holder may not convert this Debenture or receive shares of Common Stock as payment of interest hereunder to the extent such conversion or receipt of such interest payment would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of interest on, this Debenture held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Obligor the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.9% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Obligor shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with the periods described in Section 3(a)(i)(A) and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future
conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Obligor. Other Holders shall be unaffected by any such waiver.
(B)
) (i)
At the Maturity Date, at the Holder’s option, the entire principal amount and all accrued interest shall be either (a) paid to the Holder or (b) converted in accordance with Section 3 herein.
(C)
(i)
The conversion price (the "Conversion Price") in effect on any Conversion Date shall be equal to 60% of the trailing 10-day volume-weighted average price as quoted on the OTCBB or other exchange.
(ii)
In case of any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, the Holder shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the Holder of this Debenture shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Obligor into which the then outstanding principal amount, together with all accrued but unpaid interest and any other amounts then owing hereunder in respect of this Debenture could have been converted immediately prior to such reclassification or share exchange would have been entitled, or (B) require the Obligor to prepay the outstanding principal amount of this Debenture, plus all interest and other amounts due and payable thereon. The entire prepayment price shall be paid in cash. This provision shall similarly apply to successive reclassifications or share exchanges.
(iii)
All calculations under this Section 3 shall be rounded up to the nearest $0.001 of a share.
The Holder is entitled to convert this Debenture during the 20-day calendar period commencing the date of such notice to the effective date of the event triggering such notice.
(A)
(i)
Holder agrees each Notice of Conversion will be for an amount equal to the lesser of Twenty Five Thousand Dollars or the balance of the Obligations due under the Promissory Note.
(B)
(i)
Holder agrees to limit, without written approval from Obligor which approval shall not be unreasonably withheld, the open market sale of Common Stock to no more than 500,000 shares per week.
(C)
Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i)
upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) trading day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:
If to the Company, to:
Intelligent Living America, Inc.
299 Alhambra Circle, Suite 512 Coral Gables, FL 33134 Telephone No.: (800) 800-5487
Facsimile No.: (703)964-9926
If to the Holder:
Venturian Group, Inc.
299 Alhambra Circle, Suite 512 Coral Gables, FL 33134 Telephone No.: (800) 800-5487
Facsimile No.: (703)964-9926
or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
Section 4.
Definitions. For the purposes hereof, the following terms shall have the following meanings:
“Assignee” means any person or entity to whom the Holder assigns all or any part of this Debenture.
"Business Day" means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.
"Change of Control Transaction" means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Obligor, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Obligor (except that the acquisition of voting securities by the Holder shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at
one time or over time of more than one-half of the members of the board of directors of the Obligor which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Obligor or any subsidiary of the Obligor in one or a series of related transactions with or into another entity, or (d) the execution by the Obligor of an agreement to which the Obligor is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c).
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock, par value $0.001, of the Obligor and stock of any other class into which such shares may hereafter be changed or reclassified.
"Conversion Date" shall mean the date upon which the Holder gives the Obligor notice of their intention to effectuate a conversion of this Debenture into shares of the Company's Common Stock as outlined herein.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Original Issue Date" shall mean the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Debenture.
"Person" means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.
“Series C Preferred Stock” means the preferred stock of Obligor, issued from time to time with the consent of Holder after the date of this Debenture.
“Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Trading Day" means a day on which the shares of Common Stock are quoted on the OTC or quoted or traded on such Subsequent Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.
"Transaction Documents" means the Promissory Note and all related documents, agreements and instruments thereto.
"Underlying Shares" means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.
"Underlying Shares Registration Statement" means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.
Section 5.
Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Obligor, which are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Obligor.
This Debenture ranks senior to all other Debentures and other evidences of indebtedness now or hereafter issued. As long as this Debenture is outstanding, the Obligor shall not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock or other equity securities other than as to the Underlying Shares to the extent permitted or required under the Transaction Documents; or (iii) enter into any agreement with respect to any of the foregoing.
Section 6.
This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Obligor, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Obligor, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.
Section 7.
If this Debenture is mutilated, lost, stolen or destroyed, the Obligor shall execute and deliver, in exchange and substitution for and upon cancellation of the mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Obligor.
Section 8.
No indebtedness of the Obligor is senior to this Debenture in right of payment, whether with respect to interest, damages or upon liquidation or dissolution or otherwise. Without the Holder's consent, the Obligor will not and will not permit any of their subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits there from that is senior in any respect to the obligations of the Obligor under this Debenture.
Section 9.
This Debenture shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflicts of laws thereof. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and the arbitration laws of the State of California. Such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in
any dispute which is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved.
Section 10.
If the Obligor fails to strictly comply with the terms of this Debenture, then the Obligor shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys' fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder's rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.
Section 11.
Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.
Section 12.
If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Obligor covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Obligor from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Obligor (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.
Section 13.
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.
Section 14. The Holder may assign all or any part of this Debenture to any person or entity upon notice to, but without the need for consent by, the Obligor.
IN WITNESS WHEREOF, the Obligor has caused this Secured Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.
INTELLIGENT LIVING AMERICA, INC.
By: /s/ Paul Favata
--------------------------
Name: Paul Favata Title:
President
EXHIBIT "A"
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NOTICE OF CONVERSION
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(To be executed by the Holder in order to convert the Debenture) TO:
Intelligent Living America, Inc.
299 Alhambra Circle, Suite 512
Coral Gables, FL 33134
The undersigned hereby irrevocably elects to convert $
of the principal amount of the above Debenture into Shares of Common Stock Stock of Intelligent Living America, Inc., according to the conditions stated therein, as of the Conversion Date written below.
Conversion Date:
Amount to be converted: $
Amount of Debenture unconverted: $
Signature:
Name:
Address:
Common Stock Conversion Price per share:
Number of shares of Common Stock Stock to be issued:
Please issue the shares of Common Stock Stock in the following name and to the following address:
Issue to:
Authorized Signature:
Name:
Title:
Phone Number:
Broker DTC Participant Code:
Account Number:
Ex 10.5
WAIVER AND CONSENT
AND
FIRST AMENDMENT
TO
PROMISSORY NOTE
This Waiver and Consent and First Amendment to Promissory Note (the “Amendment”) is entered into as of December 19, 2014 by and among Venturian Group, Inc. (“VENTURIAN”), Intelligent Living America, Inc. (“ILIV”), and Provectus, LLC (Collectively sometimes referred to individually as a “Client” or “Clients”).
RECITALS
WHEREAS, Clients and VENTURIAN, are parties to that certain Promissory Note dated as of April 25, 2014.
WHEREAS, Section 9(a) of the Agreement provides that the Agreement may be amended by a written instrument signed by both parties and that a waiver shall not be effective unless it is in writing and signed by VENTURIAN.
WHEREAS, each of the parties hereto desires to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. VENTURIAN hereby (i) consents to reduce the principal balance under the Promissory Note from $610,000 to $250,000; and consents to amending the terms of the note pursuant to the convertible debenture attached as Exhibit A.
2. VENTURIAN shall be permitted to exercise any remedies it may have in respect of an Event of Default arising from ILIV’s breach of the provisions of this Amendment. Except as otherwise waived and consented to hereunder by VENTURIAN, this forbearance does not constitute waiver of any other violations of the Agreement and VENTURIAN reserves all rights under the Agreement and applicable law to exercise such remedies.
7. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, and the Transaction Documents, as amended hereby, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Agreement, as in effect prior to the date hereof. Clients ratify and reaffirm the continuing effectiveness of all agreements and instruments delivered or entered into in connection with the Agreement.
8. Each Client represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing, other than as set forth above.
9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
[Remainder of Page intentionally blank]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.
“VENTURIAN”
“CLIENT”
VENTURIAN GROUP, INC.
INTELLIGENT LIVING AMERICA, INC.
By: __/s/ Allen Firouz_______
By: __/s/ Paul Favata__________
Allen Firouz
Paul Favata
Title: Chief Executive Officer
Title: President
Address for Clients:
299 Alhambra Circle, Suite 512
Coral Gables, FL 33134
Telephone No.: (800) 800-5487
Facsimile No.: (703) 964-9926
Ex 99.1
Intelligent Living America, Inc. Announces Agreement to Restructure Debt With Venturian Group, Inc.
-Note balance Reduced by $360,000 - Improves Financial Position and Provides Flexibility for Future Financings-
January 7, 2015
CORAL GABLES, FL / ACCESSWIRE / January 7, 2015 / Intelligent Living America, Inc. (OTC Pink: ILIV) (ILIV)
Intelligent Living America, Inc.™ (OTC Pink: ILIV), a leading provider of Cloud Architecture and IT Manages Services, today announced that the Company has entered into an agreement to amend its promissory note payable to Venturian Group, Inc., which reduces the outstanding principal balance of the note from $610,000 to $250,000.
The reduction in principal of $360,000 will have a positive effect on the balance sheet of Intelligent Living America, Inc., and provides greater flexibility for the company to execute on its business plan.
“Venturian Group, Inc. has demonstrated its faith in Intelligent Living America, Inc.’s future success by restructuring its debt, which will improve our cash flow, and give us the flexibility to successfully execute our business plan,” said Intelligent Living America, Inc. CFO, Mark Lucky.
“We are pleased to have been able to reach such a positive arrangement with Intelligent Living America, Inc., particularly as we believe the company is so undervalued. We’re very excited about their strategy and their future prospects,” said Allen Firouz, President of Venturian Group, Inc.
About Intelligent Living America, Inc.
This press release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called "forward-looking statements" by words such as "may," "will," "should," "expects," "plans," "targets," "believes," "anticipates," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. These forward-looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated. Further information regarding these and other risks is described from time to time in the Company's filings with the SEC, which are available on its website at: http://www.sec.gov. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934, as amended, or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.
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SOURCE: Intelligent Living America, Inc.