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): September 4, 2015
MEDBOX, INC.
(Exact
name of registrant as specified in its charter)
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Nevada |
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000-54928 |
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45-3992444 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
600 Wilshire Blvd. Ste. 1500
Los Angeles, CA 90017
(Address of principal executive offices) (zip code)
(800)-762-1452
(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 (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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Amendment of Securities Purchase Agreement
On September 4, 2015, the Company entered into a First Amendment to Securities Purchase Agreement (the Amendment) with Redwood
Management, LLC (the Investor), amending in certain respects that certain Securities Purchase Agreement dated August 14, 2015, among the Company and the Investor (the Purchase Agreement).
Under the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, convertible debentures (the
Debentures) in the aggregate principal amount of up to $ 3,979,877, in up to 11 tranches. Of the aggregate principal amount, up to $1,000,000 was eligible for purchase by the Investor in its sole discretion at a closing to occur by
October 15, 2015 (the Option).
Pursuant to the Amendment, the parties have agreed that the aggregate principal amount of
the Debentures will instead be $3,978,880, which the Investor will purchase in 9 tranches, and none of which will be subject to the Option. In effect, the Investor has exercised the Option and allocated the $1,000,000 available thereunder among
several of the tranche closing dates. The initial closing in the amount of $650,000 took place on August 14, 2015. The remaining amounts were rescheduled to be purchased by the Investor on the dates and in the amounts as follows: $82,220 on
August 21, 2015; $207,220 on August 28, 2015; $457,220 on September 4, 2015; $82,220 on September 11, 2015; $250,000 on the date that is 3 business days after the filing of a registration statement on Form S-1 registering the
shares of stock underlying the Debentures and any accrued interest thereunder (the Registration Statement); $250,000 on the date that is 8 business days after the filing of the Registration Statement; $1,250,000 on the date that is 3
business days after the effective date of the Registration Statement; and $750,000 on the date that is 7 business days after the effective date of the Registration Statement.
Other than as reflected in the Amendment, the terms of the Purchase Agreement remained unchanged.
Any issuances of securities to the Investor described above were made by the Company in reliance upon the exemption from registration under
Section 3(a)(9) and 4(a)(2) of the Securities Act of 1933, for securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting
such exchange and for transactions not involving a public offering.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the document, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided under Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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10.1 |
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First Amendment to Securities Purchase Agreement, dated September 4, 2015, among the Company and the Investor |
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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MEDBOX, INC. |
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Dated: September 11, 2015 |
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By: |
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/s/ C. Douglas Mitchell |
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Name: C. Douglas Mitchell |
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Title: Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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First Amendment to Securities Purchase Agreement, dated September 4, 2015, among the Company and the Investor |
Exhibit 10.1
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the Amendment) between Medbox, Inc., a Nevada corporation
(the Company), and the purchaser identified on the signature page hereto (the Purchaser) is dated as of September 4, 2015.
RECITALS
A. The Company and the
Purchaser entered into that certain Securities Purchaser Agreement (the Agreement), on August 14, 2015. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
B. The Company and the Purchaser desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
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1. |
AMENDED PROVISIONS OF THE AGREEMENT |
The Agreement is hereby amended as follows:
1.1. Section 2.1 of the Agreement shall be deleted and restated in its entirety as follows:
The Purchaser will purchase an aggregate of $3,978,880 in Subscription Amount of Debentures. The purchase will occur in nine (9) tranches (each a
Tranche, and collectively the Tranches), with the first Tranche of $650,000 being closed on upon execution of this Agreement (the First Closing). The second through ninth Tranches will be for the amounts and will
occur on the dates set forth on Schedule 1 hereto. The Purchaser shall not be required to fund any of the second through ninth Tranches if the Company is in default of any Debenture or the Equity Conditions (as defined in the Debenture) are not met
on each of such Closing Dates.
1.2. Schedule 1 of the Agreement is hereby amended and restated in its entirety as set forth on
Schedule 1 hereto.
2.1. Execution in Counterparts, Facsimile Signature. This
Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed
by each of the parties and delivered to the parties hereto. Telefacsimile or pdf transmissions of any executed original document and/or retransmission of any executed telefacsimile or pdf transmission shall be deemed to be
the same as the delivery of an executed original. At the request of any party, the other parties shall confirm telefacsimile or pdf transmissions by executing duplicate original documents and delivering the same to the requesting party
or parties.
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2.2. Waivers; Amendment. This Amendment may not be modified, amended, supplemented,
canceled or discharged, except by written instrument executed by all parties to the Agreement. No failure to exercise, and no delay in exercising, any right, power or privilege under this Amendment shall operate as a waiver, nor shall any single or
partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or
any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of
the time for performance of any other obligations or any other acts. The rights and remedies herein provided are cumulative and are not exclusive of any other rights or remedies that any party may have at law or in equity.
2.3. Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be made in accordance with
the Agreement and shall be deemed to be delivered and received in accordance with the Agreement.
2.4. Ratification. Except as
modified hereby, the Agreement is hereby ratified and confirmed and, as so amended, remains in full force and effect on the date hereof.
2.5. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.
2.6. Section Headings; Gender. The Section headings herein have been inserted for convenience of reference only, and shall in no
way modify or restrict any of the terms or provisions hereof. The use of neuter gender herein shall be deemed to include the masculine and feminine genders wherever necessary or appropriate, the use of the masculine gender shall be deemed to include
the neuter and feminine genders and the use of the feminine gender shall be deemed to include the neuter and masculine genders wherever necessary or appropriate.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first
above written.
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MEDBOX, INC. |
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By: |
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/s/ C. Douglas Mitchell |
Name: C. Douglas Mitchell |
Title: CFO |
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REDWOOD MANAGEMENT, LLC |
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By: |
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/s/ John DeNobile |
Name: John DeNobile |
Title: Manager |
Schedule 1
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Date |
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Amount |
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08/14/15 |
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$ |
650,000 |
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08/21/15 |
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$ |
82,220 |
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08/28/15 |
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$ |
207,220 |
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09/04/15 |
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$ |
457,220 |
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09/11/15 |
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$ |
82,220 |
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Three (3) Business Days after the Registration Statement is filed with the Commission |
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$ |
250,000 |
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Eight (8) Business Days after the Registration Statement is filed with the Commission |
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250,000 |
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Three (3) Business Days after the SEC Effective Date |
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$ |
1,250,000 |
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Seven (7) Business Days after the SEC Effective Date |
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$ |
750,000 |
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