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 9, 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))

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

Second Amendment of Securities Purchase Agreement

On December 9, 2015, Medbox, Inc. (the “Company”) entered into a Second 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 and amended September 4, 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 $3,978,880.

$1,250,000 of such amount was scheduled to be purchased on the date that is 3 business days after the effective date of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 16, 2015 and declared effective on December 15, 2015 (the “Effective Date”); and $750,000 was to be purchased on the date that is 7 business days after the Effective Date (collectively, the “Effective Date Debentures”).

The parties agreed and the August 14 Investor purchased $100,000 of the Effective Date Debentures on October 14, 2015, $150,000 of the Effective Date Debentures on November 13, 2015 and $450,000 of the Effective Date Debentures on November 20, 2015.

On December 9, 2015 the parties entered into a Second Amendment to Securities Purchase Agreement pursuant to which the balance of the Effective Date Debentures would be purchased as follows: $300,000 of the debentures will be purchased on December 11, 2015, $105,263 of the debentures will be purchased on December 17, 2015, $631,579 of the debentures will be purchased on January 4, 2016 and $263,158 of the debentures will be purchased on January 8, 2016.

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

 

Exhibit Number		Description
10.1		Second Amendment to Securities Purchase Agreement, dated December 9, 2015, among the Company and the Investor.

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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.

 

				MEDBOX, INC.
Dated: December 18, 2015				By:		/s/ C. Douglas Mitchell
						Name: C. Douglas Mitchell
						Title: Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Second Amendment to Securities Purchase Agreement, dated December 9, 2015, among the Company and the Investor.

Exhibit 10.1

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This SECOND 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 December 9, 2015.

RECITALS

A. The Company and the Purchaser entered into that certain Securities Purchaser Agreement (the “Agreement”), on August 14, 2015, as amended on September 4, 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:

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 fourteen (14) 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 fourteenth 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. MISCELLANEOUS.

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

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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.

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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Schedule 1

 

Date		Amount
08/14/15		$	650,000
08/24/15		$	82,220
08/28/15		$	207,220
09/04/15		$	457,220
09/11/15		$	82,220
09/18/15		$	250,000
10/14/15		$	100,000
10/23/15		$	250,000
11/13/15		$	150,000
11/20/15		$	450,000
12/11/15		$	300,000
12/17/15		$	105,263
1/4/16		$	631,579
1/8/16		$	263,158