Current Report Filing (8-k)
February 04 2015 - 9:45AM
Edgar (US Regulatory)
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): August 6, 2013
INTERCORE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
000-54012 |
27-2506234 |
(State
or other
jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
1615
South Congress Avenue - Suite 103
Delray
Beach, FL 33445
(Address
of principal executive offices) (zip code)
(561)
900-3709
(Registrant’s
telephone number, including area code)
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
August 6, 2013, our Board of Directors approved the creation of “Series D Preferred Stock” to enable us to raise up
to $5,000,000 through the sale of the Series D Preferred Stock. Our Series D Preferred Stock originally had the following rights
and preferences: (i) For each $200,000 invested in 20,000 shares of Series D Preferred Stock at $10 per share, the holders of
such shares were entitled to royalty payments equal to: a) one percent of our gross revenue until $1,000,000 had been paid to
such holders; and b) one half of one percent of our gross revenue until an additional $1,000,000 had been paid to such holders.
Such payments were due on a quarterly basis and once payments totaling $2,000,000 had been made to such holders, those shares
would cease earning royalty payments and be returned to us for no additional consideration; (ii) no dividend rights; (iii) no
liquidation rights other than what was owed in connection with the terms described in (i) above; (iv) no conversion rights; (v)
no redemption rights; (vi) no call rights by us; and (vii) no voting rights.
On
January 30, 2015, our Board of Directors and the holders of our Series D Preferred Stock agreed to amend the rights and preferences
of our Series D Preferred Stock to reclassify the payments made to such holders from a “royalty payment” to a “dividend
payment”; all other terms of the Series D Preferred Stock as described were unchanged. In connection with this change we
intend to file an amended and restated Certificate of Designation for the Series D Preferred Stock.
On
various dates from August 6, 2013 to January 31, 2015, we issued 413,700 shares of our Series D Preferred Stock to twenty-three
investors in exchange for $4,137,000, with us receiving net proceeds of $3,932,650. For his work in researching, strategizing,
and preparing the Series D Preferred Stock program, and introducing parties that became purchasers of the Series D Preferred Stock,
Mr. Frederick Voight, our Vice President of Investments and a member of our Board of Directors, earned a fee of $204,350 of which
$70,100 was paid to Mr. Voight in the form of warrants expiring on December 22, 2018 entitling Mr. Voight to purchase up to 430,286
shares of our common stock at a price of $2.00 per share, which shares would be restricted at the time of purchase in accordance
with Rule 144.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered
Sales of Equity Securities
As
noted in Item 1.01 above, on various dates from August 6, 2013 to January 31, 2015 we issued 413,700 shares of our Series D Preferred
Stock to twenty-three investors in exchange for $4,137,000, with us receiving net proceeds of $3,932,650. To the extent our Series
D Preferred Stock would be considered a “security” due to the change from a royalty payment to a dividend, the issuances
are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, since the investors represented to us
in their purchase agreements that they are either accredited or sophisticated investors and are familiar with our operations.
As noted
in Item 1.01 above, in connection with the sales of our Series D Preferred Stock, we issued warrants to purchase 430,286 shares
of our common stock at $2.00 per share, which shares would be restricted at the time of purchase in accordance with Rule 144, to
Mr. Voight, our Vice President of Investments and a member of our Board of Directors. The warrants expire on December 22, 2018.
The issuance of the warrants is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 since Mr. Voight
is an officer and director of the company, an accredited investor, and familiar with our operations.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February
4, 2015 |
|
InterCore,
Inc. |
|
|
a
Delaware corporation |
|
/s/
James F. Groelinger |
|
|
|
By: James
F. Groelinger |
|
Its: Chief
Executive Officer |
|