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 29, 2015

 

 

MEDBOX, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   000-54928   45-3992444

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(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

(Registrant’s 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):

 

¨ 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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Debenture Amendment

On September 29, 2015, Medbox, Inc. (the “Company”) entered into a side letter (the “Amendment”) with YA Global Master SPV, Ltd. (the “Investor”) relating to those certain Securities Purchase Agreements, dated as of September 19, 2014, as amended (the “September SPA”), and August 20, 2015, as amended (together with the September SPA, the “SPAs”), and amending the 5% Convertible Debenture issued April 3, 2015 under the September SPA (the “Debenture”), among the Company and the Investor.

Under the September SPA, the Company agreed to sell, and the Investor agreed to purchase the Debenture, along with the purchase of other debentures at separate closings. Pursuant to the Amendment, the parties agreed that the Investor shall waive its rights under certain provisions of the Debenture and the SPAs relating to conversion of the Debenture and the Company’s reservation of authorized and unissued capital stock for a period of 32 days from the date of the Amendment. In addition, the Company and the Investor agreed to amend the conversion price applicable to the conversion of the Debenture to be equal to the lower of (x) $0.75 (subject to adjustment pursuant to the Debenture), or (y) 51% of the lowest VWAP for the 60 consecutive trading days leading up to such conversion date. Previously, the conversion price was the lower of (x) $0.75 (subject to adjustment pursuant to such Debenture), or (y) 51% of the lowest VWAP for the 20 consecutive trading days leading up to such conversion date. Furthermore, the parties agreed that the sales of any shares of the Company’s common stock issued to the Investor upon conversion of the Debenture will be made pursuant to an exemption from registration of the shares under the Securities Act of 1933 (the “Securities Act”), such as Rule 144 of the Securities Act. Finally, the parties agreed that the Investor will convert the Debenture prior to any other debentures issued by the Company to the Investor.

Other than as reflected in the Amendment, the terms of the SPAs and the Debenture remained unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to its full text, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.04.

 

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, as transactions not involving any public offering, where the recipient of these securities was an accredited investor within the meaning of Rule 501 of Regulation D of the Securities Act who was acquiring the applicable securities for investment and not distribution and had represented that they could bear the risks of the investment. The recipient of securities in these transactions had adequate access, through employment, business or other relationships, to information about the Company.

Any issuances of securities to the Investor in relation to the amendment of the conversion price of the Debenture were also made by the Company in reliance upon the exemptions from registration under Section 3(a)(9) of the Securities Act, 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.

No underwriters were involved in the foregoing issuances of securities.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
   Description
10.1    Side Letter, dated September 29, 2015, to Securities Purchase Agreement, dated September 19, 2014, as amended, the 5% Convertible Debenture issued April 3, 2015 thereunder, and Securities Purchase Agreement, dated August 20, 2015, as amended, 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.

 

    MEDBOX, INC.
Dated: October 2, 2015     By:  

/s/ Jeffrey Goh

    Name:   Jeffrey Goh
    Title:   Interim Chief Executive Officer and President


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1    Side Letter, dated September 29, 2015, to Securities Purchase Agreement, dated September 19, 2014, as amended, the 5% Convertible Debenture issued April 3, 2015 thereunder, and Securities Purchase Agreement, dated August 20, 2015, as amended, among the Company and the Investor


Exhibit 10.1

YA Global Master SPV Ltd.

September 29, 2015

Medbox, Inc.

600 Wilshire Blvd. Ste. 1500

Los Angeles, CA 90017

Attn: Mr. C. Douglas Mitchell

    Chief Financial Officer

Ladies and Gentlemen:

Reference is hereby made to that certain 5% Convertible Debenture originally issued April 3, 2015 (the “Debenture”), by Medbox, Inc., a Nevada Corporation (the “Company”) to YA Global Master SPV, Ltd. or its registered assigns (the “Holder”).

Notwithstanding any provisions in the Debenture or those certain Securities Purchase Agreements, dated September 19, 2014 or August 20, 2015, between the Company and the Holder, as amended (the “SPAs”), to the contrary, the Holder and the Company agree that the Holder shall waive its rights pursuant to Sections 6(a)(ix) and 6(a)(xiv) of the Debenture (and any other debenture issued pursuant to the SPAs) and Section 4.10 of the SPAs with respect to any events that have occurred prior to the date hereof and through October 31, 2015. As consideration for such waiver, the Company and the Holder hereby amend Section 4(b) of the Debenture as follows:

Conversion Price. The conversion price in effect on any Conversion Date shall be equal to the lower of (a) $0.75, subject to adjustment herein (the “Fixed Conversion Price”), or (b) 51% of the lowest VWAP for the sixty (60) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Conversion Date (the resulting pricing being referred to herein as the “Conversion Price”). All such determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 6 hereof and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

The parties agree that sales of any shares of the Company’s common stock issued to the Holder upon conversion of the Debenture will be made pursuant to exemptions under the Securities Act of 1933 (the “Act”), such as Rule 144 of the Act, and not pursuant to the registration statement filed with the Securities and Exchange Commission (No. 333-203299) that became effective June 11, 2015 or any prospectus related thereto.

The parties agree that this amendment reflects the mutual agreement of the Company and the Holder. Except as set forth above, the Debenture shall not be amended or modified and shall remain in full force and effect. Other than as set forth herein, the Holder has not waived, is not waiving any Events of Default (as such term is defined in the SPAs) which may be continuing on the date hereof or any Events of Default which may occur after the date hereof.


The Holder agrees that it will convert the Debenture prior to any other debentures issued by the Company to Holder.

[Balance of page intentionally left blank;

Signatures follow on next page]


Please sign below to acknowledge your agreement with the foregoing.

 

Very Truly Yours,
YA GLOBAL MASTER SPV, LTD.
By:   Yorkville Advisors Global, LP
Its:   Investment Manager
By:  

/s/ Gerald Eicke

Name:  

Gerald Eicke

Title:  

Member

Accepted and Agreed:

 

MEDBOX, INC.

By:

 

LOGO

 

Name:

 

C. Douglas Mitchell

Title:

 

CFO