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): |
|
Various
dates from February 6, 2015 through January 7, 2016 |
INTERCORE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation) |
|
000-54012
(Commission
File
Number) |
|
27-2506234
(I.R.S.
Employer
Identification
No.) |
| |
|
|
|
|
6882
Fiji Circle
Boynton
Beach, Fl 33437
(Address
of principal executive offices) (zip code) |
| |
|
|
|
|
(561)
806-6509
(Registrant’s
telephone number, including area code) |
| |
|
|
|
|
1615
South Congress Avenue - Suite 103
Delray
Beach, FL 33445
(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
1) Loan
Agreements
On
various dates from February 6, 2015 to April 29, 2015, the Company and Rhine Partners, LP ("Rhine") entered into a series
of Loan Agreements ("Rhine Notes") under which the Company borrowed a total of $447,000. Rhine earned facility fees
totaling $43,950 upon the execution of these instruments. These Rhine Notes bear interest at the rate of 18% per annum and mature
on January 31, 2016. If the Company fails to repay these Rhine Notes by the due date, it is obligated to pay penalties totaling
$64,000 and the interest rate will increase to 24% per annum. Additionally, in connection with the issuance of these Rhine Notes,
the Company issued to Rhine a series of warrants for the purchase of a total of 2,275,000 shares of its Common Stock as further
described in Item 3.02. The form of these Rhine Notes is attached hereto as Exhibit 10.2.
On
various dates from February 12, 2015 to March 27, 2015, the Company and Sussex Associates, LP ("Sussex") entered into
a series of Loan Agreements ("Sussex Notes") under which the Company borrowed a total of $1,115,000. Sussex earned facility
fees totaling $89,300 upon the execution of these instruments. These Sussex Notes bear interest at the rate of 18% per annum and
mature on January 31, 2016. If the Company fails to repay these Sussex Notes by the due date, it is obligated to pay penalties
totaling $126,000 and the interest rate will increase to 24% per annum. Additionally, in connection with the issuance of these
Sussex Notes, the Company issued to Sussex a series of warrants for the purchase of a total of 4,675,000 shares of its Common
Stock as further described in Item 3.02. The form of these Sussex Notes is attached hereto as Exhibit 10.2.
On
various dates from March 4, 2015 to May 6, 2015, the Company and Topside Partners, LP ("Topside") entered into a series
of Loan Agreements ("Topside Notes") under which teh Company borrowed a total of $140,000. Topside earned facility fees
totaling $9,400 upon the execution of these instruments. These Topside Notes bear interest at the rate of 18% per annum and mature
on January 31, 2016. If the Company fails to repay these Topside Notes by the due date, it is obligated to pay penalties totaling
$33,000 and the interest rate will increase to 24% per annum. Additionally, in connection with the issuance of these Topside Notes,
the Company issued to Topside a series of warrants for the purchase of a total of 4,675,000 shares of its Common Stock as further
described in Item 3.02. The form of these Topside Notes is attached hereto as Exhibit 10.2.
The
Company is aware that the Complaint, as defined in the next section, alleges that Rhine, Topside, and Sussex are or were controlled
by Frederick Alan Voight who served as an officer of the Company from January 1, 2014 to June 29, 2015 and as a member of
its Board of Directors from June 20, 2013 to June 29, 2015. If true, the above-described transactions with Rhine, Topside
and Sussex would be related-party transactions. To the best knowledge
of the Company Mr. Voight has neither admitted nor denied that he controls those entities.
On
various dates from April 6, 2015 to June 8, 2015, the Company and DayStar Funding, LP ("DayStar") entered into a series
of Loan Agreements ("DayStar Notes") under which the Company borrowed a total of $99,199. DayStar is a private fund
managed by Frederick Alan Voight who served as an officer of the Company from January 1, 2013 to June 29, 2015 and as a member
of its Board of Directors from June 20, 2013 to June 29, 2015. DayStar earned facility fees totaling $5,721 upon the execution
of these instruments. These DayStar Notes bear interest at the rate of 18% per annum and mature on January 31, 2016. If the Company
fails to repay the DayStar Notes by the due date, it is obligated to pay penalties totaling $19,370 and the interest rate will
increase to 24% per annum. Additionally, in connection with the issuance of these DayStar Notes, the Company issued to DayStar
a series of warrants for the purchase of a total of 990,500 shares of its Common Stock as further described in Item 3.02. The
form of these Notes is attached hereto as Exhibit 10.2.
2) Agreed
Partial Judgment
On
July 31, 2015, the Securities and Exchange Commission ("SEC") filed a Complaint against Frederick Alan Voight and DayStar
Funding, LP ("DayStar") (collectively, the "Defendants") (United States District Court Southern District Of Texas Houston Division Civil Action No. 4:15-cv-02218)
(the “Complaint”). Mr. Voight served as an officer of the Company from January 1, 2014 to June 29, 2015 and as a member
of its Board of Directors from June 20, 2013 to June 29, 2015. In that Complaint, the SEC named F.A. Voight & Associates,
LP ("FAVA"), Rhine Partners, LP ("Rhine"), Topside Partners, LP ("Topside"), InterCore, Inc. ("ICOR"),
and InterCore Research Canada, Inc. ("ICR") as Relief Defendants. ICOR and ICR were named as a Relief Defendants as
they had borrowed funds from and entered into loan agreements with DayStar, FAVA, Rhine, and Topside and the SEC alleged such
funds had been improperly obtained by those lenders.
On
October 28, 2015, in summary, ICOR consented to entry of an Agreed Partial Judgment as a Relief Defendant wherein ICOR:
| a) | Did
not admit or deny the allegations of the Complaint; |
| b) | Waived
findings of fact and conclusions of law and waived any right to appeal the Agreed Partial
Judgment; and |
| c) | Agreed
to disgorge funds received as a result of the conduct of the Defendants in an amount,
if any, to be determined by The Court. |
Section
3 - Securities and Trading Markets
Item
3.02 - Unregistered Sales of Equity Securities
On
various dates from February 6, 2015 to April 29, 2015 as described in Item 1.01, the Company entered into the Rhine Notes
under which it borrowed an aggregate of $447,000. In connection with the issuance of the Rhine Notes, the Company issued to
Rhine a series of warrants for the purchase of 2,275,000 shares of its Common Stock for four year periods with exercise
prices ranging from $0.50 to $2.00 per share and a cashless exercise provision. The warrants were 100% vested upon issuance
and contain a provision that the holder may not exercise these warrants to the extent that immediately following such
exercise the holder would beneficially own more than 9.99% of the outstanding Common Stock of the Company. The form of these
warrants is attached hereto as Exhibit 10.3.
On
various dates from February 12, 2015 to March 27, 2015 as described in Item 1.01, the Company entered into the Sussex Notes under
which it borrowed an aggregate of $1,115,000. In connection with the issuance of the Sussex Notes, the Company issued a series
of warrants to Sussex for the purchase of 4,675,000 shares of its Common Stock for four year periods with exercise prices ranging
from $0.50 to $2.00 per share and a cashless exercise provision. The warrants were 100% vested upon issuance and contain a provision
that the holder may not exercise these warrants to the extent that immediately following such exercise the holder would beneficially
own more than 9.99% of the outstanding Common Stock of the Company. The form of these warrants is attached hereto as Exhibit 10.3.
On
various dates from March 4, 2015 to May 6, 2015 as described in Item 1.01, the Company entered into the Topside Notes under which
it borrowed an aggregate of $140,000. In connection with the issuance of the Topside Notes, the Company issued a series of warrants
to Topside for the purchase of 1,051,500 shares of its Common Stock for four year periods with exercise prices ranging from $0.50
to $2.00 per share and a cashless exercise provision. The warrants were 100% vested upon issuance and contain a provision that
the holder may not exercise these warrants to the extent that immediately following such exercise the holder would beneficially
own more than 9.99% of the outstanding Common Stock of the Company. The form of these warrants is attached hereto as Exhibit 10.3.
On
various dates from April 6, 2015 to June 8, 2015 as described in Item 1.01, the Company entered into the DayStar Notes under which
it borrowed an aggregate of $99,199. In connection with the issuance of The DayStar Notes, the Company issued a series of warrants
to DayStar for the purchase of 990,500 shares of its Common Stock for four year periods with an exercise price of $0.50 per share
and a cashless exercise provision. The warrants were 100% vested upon issuance and contain a provision that the holder may not
exercise these warrants to the extent that immediately following such exercise the holder would beneficially own more than 9.99%
of the outstanding Common Stock of the Company. The form of these warrants is attached hereto as Exhibit 10.3.
The
issuance of these warrants was or will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933,
due to the fact that the lenders are accredited investors and familiar with the Company's operations as represented by them in
the Loan Agreements.
Section
4 - Matters Related to Accountants and Financial Statements
Item
4.02 - Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
As
previously reported in a Form 8-K filed on April 13, 2015, based on confidential staff reports of the potential misuse of funds
by certain members of the senior management team of InterCore Canada Research Inc. ("ICR"), (one of the Company’s
wholly-owned Canadian subsidiaries), our Board of Directors took action with respect to ICR which resulted in the filing of a
Notice of Intent to make a proposal pursuant to the provisions of the Canadian Bankruptcy and Insolvency Act. In connection
with this action, the Company, as ICR's sole shareholder, dismissed several members of ICR's executive management team and placed
ICR’s corporate and business decisions, as well as day-to-day operations, under the direct control of the Company’s
executive management team. These immediate actions were taken to protect ICR’s assets and protect our shareholder value
while allowing that subsidiary to continue its operations under the control of the Company's Board of Directors and executive
management team with the assistance and protection of the Canadian legal system.
As
of January 8, 2016, the Company is not current with its public company financial reporting requirements. Based on the matters
described in the preceding paragraph, the Company's Board of Directors has determined that the Company’s audited financial
statements for the fiscal year ended December 31, 2013, and its unaudited quarterly financial statements for the periods ended
March 31, June 30, and September 30, 2013 and March 31, June 30, and September 30, 2014 should no longer be relied upon. The Company
plans to continue to investigate these matters and determine the impact, if any, upon the Company's financial statements as soon
as practical and as the Company's limited financial resources allow.
Section
5 - Corporate Governance and Management
Item
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
December 30, 2015, Mr. Claude Brun and Ms. Danielle Beauchamp resigned their positions as members of our Board of Directors. From
January 23, 2013 until January 1, 2014, Mr. Brun and Ms. Beauchamp held the position of the Company's Chief Executive Officer
and Secretary, respectively. They held the same positions with the Company's Canadian subsidiary from at least January 23, 2013
until April 7, 2015. Mr. Brun and Ms. Beauchamp did not hold any positions on any Board committees at the time of their resignations.
We are not aware of any disagreements Mr. Brun and Ms. Beauchamp had with us which require disclosure under this Item. We will:
(i) provide Mr. Brun and Ms. Beauchamp with a copy of this disclosure in Item 5.02 the same day we file this Form 8-K with the
Commission; (ii) provide Mr. Brun and Ms. Beauchamp with the opportunity to furnish us as promptly as possible with a letter addressed
to us stating whether they agree with the statements made by us in response to this Item 5.02 and, if not, stating the respects
in which they do not agree; and (iii) file any letter received by us from Mr. Brun and Ms. Beauchamp with the Commission as an
exhibit by an amendment to this Form 8-K within two business days after receipt by us.
Section
8 - Other Events
Item
8.01 - Other Events
1) Press
Releases
Concurrent
with the determination described in Item 4.02, as of January 8, 2016, the Company's Board of Directors has also determined that
press releases issued by the Company during 2013, 2014, and through March 2015 relating to the demonstration and deployment of
the Company's technology should no longer be relied upon. The Company plans to continue to investigate these matters and determine
the impact, if any, upon the Company's press releases as soon as practical and as the Company's limited financial resources allow.
2) Canadian
Operations
In
light of the events of April 2015 previously described in Item 4.02, the Company reduced the staff of its Canadian operations
by more than 80% and made commensurate reductions in various related operating expenses. The overall result is that the Company
has reduced the overhead of its Canadian operations by more than $5 million on an annual basis.
Section
9 - Financial Statements and Exhibits
Section
9.01 - Financial Statements and Exhibits
c) Exhibits
10.1 Agreed
Partial Judgment
10.2 Form
of Loan Agreement between the Company and Rhine, Sussex, Topside, and DayStar
10.3 Form
of Warrant Agreement between the Company and Rhine, Sussex, Topside, and DayStar
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: January
8, 2016 |
|
InterCore,
Inc. |
|
| |
a
Delaware corporation |
|
| /s/
James F. Groelinger |
|
| |
| |
| By: James
F. Groelinger |
|
| Its: Chief
Executive Officer |
|
Exhibit 10.1
Law
Offices of Craig V. Butler
300 Spectrum Center Drive, Suite 300
Irvine, California 92618
Telephone No. (949) 484-5667 • Facsimile
No. (949) 209-2545
www.craigbutlerlaw.com
cbutler@craigbutlerlaw.com
November 12, 2015
Via Overnight Mail
Jeffrey A. Cohen
U.S. Securities & Exchange Commission
Fort Worth Regional Office - Enforcement Division
801 Cherry Street, Suite 1900
Fort Worth, Texas 76102
| Re: | Securities and Exchange Commission v. Frederick Alan Voight, et al, Civil Action #4:15-CV-02218, U.S. District
Court, Southern District of Texas, Houston Division |
Dear Mr. Cohen:
Attached please find
the fully-executed Consent of Relief Defendant InterCore, Inc., in the above-referenced matter. Per your request, I have also attached
the signed Board of Director meeting minutes wherein the Consent was approved by InterCore, Inc.’s Board of Directors. Please
let me know if you need anything further.
| |
Sincerely, |
| |
|
| |
 |
| |
Craig V. Butler, Esq. |
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
| SECURITIES AND EXCHANGE |
§ |
| COMMISSION, |
§ |
| |
§ |
| Plaintiff, |
§ Civil Action No. 4:15-cv-02218 |
| |
§ |
| v. |
§ |
| |
§ |
| FREDERICK ALAN VOIGHT and |
§ |
| DAYSTAR FUNDING, LP, |
§ |
| |
§ |
| Defendants, |
§ |
| |
§ |
| F.A. VOIGHT & ASSOCIATES, LP, |
§ |
| RHINE PARTNERS, LP, |
§ |
| TOPSIDE PARTNERS, LP, |
§ |
| INTERCORE, INC., and |
§ |
| INTERCORE RESEARCH CANADA, |
§ |
| INC., |
§ |
| |
§ |
| Relief Defendants. |
§ |
| |
§ |
CONSENT OF RELIEF DEFENDANT INTERCORE,
INC.
1. Relief
Defendant InterCore, Inc. (“Relief Defendant”) enters a general appearance, and admits the Court’s jurisdiction
over Relief Defendant and over the subject matter of this action.
2. Without
admitting or denying the allegations of the Complaint (except as provided herein in paragraphs 3 and 11, and except as to personal
and subject matter jurisdiction, which Relief Defendant admits), Relief Defendant hereby consents to the entry of the Agreed Partial
Judgment in the form attached hereto (the “Judgment”) and incorporated by reference herein, which, among other
things, orders Relief Defendant to pay as disgorgement the monies flowing to Relief Defendant as a result of the conduct of the
Defendants described in the Complaint.
SEC v. Frederick Alan Voight, et al.
Consent
of InterCore, Inc.
3. Relief
Defendant agrees that upon motion of the Commission, the Court shall determine the amount of disgorgement, if any, owed by Relief
Defendant as a result of the conduct of Defendants described in the Complaint. Relief Defendant further agrees that in connection
with the Commission’s motion for disgorgement, and at any hearing held on such a motion: (a) Relief Defendant will be precluded
from arguing that Defendant Frederick Alan Voight and/or Defendant DayStar Funding, LP did not violate the federal securities laws
as alleged in the Complaint; (b) Relief Defendant may not challenge the validity of this Consent or the Judgment; (c) solely for
the purposes of such motion, the allegations of the Complaint shall be accepted as and deemed true by the Court; and (d) the Court
may determine the issues raised in the motion on the basis of affidavits, declarations, excerpts of sworn deposition or investigative
testimony, and documentary evidence, without regard to the standards for summary judgment contained in Rule 56(c) of the Federal
Rules of Civil Procedure. In connection with the Commission’s motion for disgorgement, the parties may take discovery, including
discovery from appropriate non-parties.
4. Relief
Defendant waives the entry of findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure.
5. Relief
Defendant waives the right, if any, to a jury trial and to appeal from the entry of the Judgment.
6. Relief
Defendant enters into this Consent voluntarily and represents that no threats, offers, promises, or inducements of any kind have
been made by the Commission or any member, officer, employee, agent, or representative of the Commission to induce Relief Defendant
to enter into this Consent.
SEC v. Frederick Alan Voight, et al.
Consent
of InterCore, Inc.
7. Relief
Defendant agrees that this Consent shall be incorporated into the Judgment and any amended, or final judgment entered against Defendant
in this matter, with the same force and effect as if fully set forth therein.
8. Relief
Defendant will not oppose the enforcement of the Judgment on the ground, if any exists, that it fails to comply with Rule 65(d)
of the Federal Rules of Civil Procedure, and hereby waives any objection based thereon.
9. Relief
Defendant waives service of the Judgment and agrees that entry of the Judgment by the Court and filing with the Clerk of the Court
will constitute notice to Relief Defendant of its terms and conditions.
10. Relief
Defendant acknowledges that no promise or representation has been made by the Commission or any member, officer, employee, agent,
or representative of the Commission with regard to any criminal liability that may have arisen or may arise from the facts underlying
this action or immunity from any such criminal liability. Relief Defendant waives any claim of Double Jeopardy based upon the settlement
of this proceeding, including the imposition of any remedy or civil penalty herein.
SEC v. Frederick Alan Voight, et al.
Consent
of InterCore, Inc.
11. Relief
Defendant understands and agrees to comply with the terms of 17 C.F.R. § 202.5(e), which provides in part that it is the Commission’s
policy “not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the
allegations in the complaint or order for proceedings,” and “a refusal to admit the allegations is equivalent to a
denial, unless the defendant or respondent states that he neither admits nor denies the allegations.” As part of Relief Defendant’s
agreement to comply with the terms of Section 202.5(e), Relief Defendant: (i) will not take any action or make or permit to be
made any public statement denying, directly or indirectly, any allegation in the Complaint or creating the impression that the
Complaint is without factual basis; (ii) will not make or permit to be made any public statement to the effect that Relief Defendant
does not admit the allegations of the Complaint, or that this Consent contains no admissions of the allegations, without also stating
that Relief Defendant does not deny the allegations; and (iii) upon the filing of this Consent, hereby withdraws any papers filed
in this action to the extent that they deny any allegation in the Complaint. If Relief Defendant breaches this agreement, the Commission
may petition the Court to vacate the Judgment and restore this action to its active docket. Nothing in this paragraph affects Relief
Defendant’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation or other legal proceedings
in which the Commission is not a party.
12. Relief
Defendant hereby waives any rights under the Equal Access to Justice Act, the Small Business Regulatory Enforcement Fairness Act
of 1996, or any other provision of law to seek from the United States, or any agency, or any official of the United States acting
in his or her official capacity, directly or indirectly, reimbursement of attorney’s fees or other fees, expenses, or costs
expended by Relief Defendant to defend against this action. For these purposes, Relief Defendant agrees that Relief Defendant is
not the prevailing party in this action since the parties have reached a good faith settlement.
13. In
connection with this action and any related judicial or administrative proceeding or investigation commenced or conducted by the
Commission or to which the Commission is a party, Relief Defendant (i) will accept service by mail, e-mail, or facsimile transmission
of notices or subpoenas issued by the Commission for documents or testimony at depositions, hearings, or trials, or in connection
with any related investigation by Commission staff; (ii) appoints Relief Defendant’s undersigned attorney as agent to receive
service of such notices and subpoenas, (iii) with respect to such notices and subpoenas, waives the territorial limits on service
contained in Rule 45 of the Federal Rules of Civil Procedure and any applicable local rules, provided that the party requesting
the testimony reimburses Relief Defendant’s travel, lodging, and subsistence expenses at the then-prevailing U.S. Government
per diem rates; and (iv) consents to personal jurisdiction over Relief Defendant in any United States District Court for purposes
of enforcing any such subpoena.
SEC v. Frederick Alan Voight, et al.
Consent
of InterCore, Inc.
14. Relief
Defendant agrees that the Commission may present the Judgment to the Court for signature and entry without further notice.
15. Relief
Defendant agrees that this Court shall retain jurisdiction over this matter for the purpose of enforcing the terms of the Judgment.
| |
|
|
InterCore, Inc. |
| |
|
|
|
| Dated: |
October 28, 2015 |
|
/s/ James F. Groelinger |
| |
|
|
By: James F. Groelinger |
| |
|
|
As its: |
Chief Executive Officer |
On 10/28/2015, James F. Groelinger, a person known to me, personally
appeared before me and acknowledged executing the foregoing Consent with full authority to do so an behalf of InterCore, Inc. as
its Chief Executive Officer
| |
/s/ Jameli Sanchez |
| |
Notary Public |
| |
Commission expires: May 30, 2018 |
| Approved as to form: |
 |
| |
| /s/ Craig V. Butler |
| Craig V. Butler, Esq. |
| Law Offices of Craig V. Butler |
| 300 Spectrum Center Drive, Suite 300 |
| Irvine, CA 92618 |
| Phone: (949) 484-5667 |
| Fax: (949) 209-2545 |
| |
| |
| |
| |
| |
Attoreny for Relief Defendant
SEC v. Frederick Alan Voight, et al.
Consent
of InterCore, Inc.
Exhibit
10.2
LOAN
AGREEMENT
This
agreement is entered into by and between InterCore, Inc., a Delaware corporation, (“InterCore”) and its wholly owned
subsidiary SRG International, Inc., a Canadian corporation (InterCore, Inc. together with SRG International, Inc., the "Companies")
and _______________, a Texas Limited Partnership, (the "Lender") as of __________, 2015 (the "Agreement").
WHEREAS,
the Companies require additional working capital in order to implement their business plan; and
WHEREAS,
the Lender is fully familiar with their business strategy and desires to assist the Companies in achieving their business development
by providing the working capital they require; and
WHEREAS,
this Agreement is the Definitive Agreement to implement the loan and the Promissory Note.
NOW
THEREFORE intending to be legally bound the parties hereto do agree as follows:
| | The
Lender hereby agrees to extend credit to the Companies in the amount of $________. The
funds will be wired directly to the account of __________. |
| | Unless
extended by the Lender the Facility must be retired fully on or before January 31, 2016. |
| | The
Companies further agrees to pay to the Lender interest on the Outstanding Principal at
the rate of 18% per annum (1.5% per month). Payment will be due and payable on the first
of each month. |
| | A
one-time, non-refundable fee of $__________ shall be earned when the Loan Agreement has
been executed. This fee is due and payable on January 31, 2016. |
| | The
Companies will issue to the Lender a Warrant to purchase __________ shares of InterCore
(ICOR) common stock. The Warrant will have a term of four years and a strike
price of $0.50 per share. This Warrant will include a cashless exercise provision. Notwithstanding any other provision governing
the Warrants, the Lender may not exercise these Warrants to the extent that immediately following such exercise the Lender would
beneficially own more than 9.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Lender
that following such exercise it would not beneficially own more than 9.99% of the outstanding Common Stock of the Company shall
be conclusive and binding upon the Company. |
| | The
Companies shall execute a promissory note in the form consistent with its recently issued
notes. |
| | If
the Companies fail to repay the full loan amount by the due date, the Companies agree
to pay a penalty in the amount of $__________ plus the interest rate will increase to
24% per annum. |
| | Lender
hereby represents that it is an “accredited” investor and Lender (as defined
in 17 CFR 230.501 (a) subsection 8. Lender further represents that Lender has not been
formed for the purpose of making this investment, that Lender is acquiring the promissory
note(s), warrants and securities therein for its own account and for investment purposes
only and has no present intention, agreement or arrangement for the distribution, transfer,
assignment, resale or subdivision thereof. Lender further agrees that it will not distribute,
transfer, assign, sell, or by any other means transfer ownership of, or any rights to,
the promissory note(s) without prior approval of the Companies. |
| | This
is the entire Agreement of the parties relating to this subject matter. It is to be governed
by the laws of the State of Delaware and shall be enforced in the state or federal courts
of the State of Delaware if the parties cannot amicably resolve any disputes by voluntary
submission to an agreed upon mediator or arbitration mechanism. The Agreement may be
modified only in writing that is signed by the parties. |
Witness
the hand and seal of the parties as of the date first above written:
InterCore,
Inc.
____________________________________
By:
James F. Groelinger, Chief Executive Officer
SRG
International, Inc.
___________________________________
By:
Raphael Huppe, Chief Technology Officer
SRG
International, Inc.
___________________
By:
Claude Brun, Director
Name
of Lender
___________________
By:
Exhibit
10.3
INTERCORE,
INC.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”),
OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE,
RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
APPLICABLE STATE LAW IS AVAILABLE.
ICOR
# __________
STOCK
PURCHASE WARRANT
THIS
IS TO CERTIFY that, for value received, __________, or its assigns (the “Holder”) is entitled, subject to the terms
and conditions set forth herein, to purchase from InterCore, Inc., a Delaware corporation (the “Company”) up to __________
fully paid and non-assessable shares of common stock of the Company (the “Warrant Securities”) at $_____ per share,
as adjusted under Section 3 (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the
Exercise Price for such shares of the Common Stock to the Company at the Company’s offices.
| 1. | Exercisability.
This Warrant may be exercised in whole or in part at any time, or from time to time,
between the date hereof and 5:00 p.m. EST on __________, 2019, by presentation and surrender
hereof to the Company of a notice of election to purchase duly executed and accompanied
by payment by check or wire transfer of the Exercise Price. Notwithstanding any other
provision governing the Warrants, the Holder may not exercise these Warrants to the extent
that immediately following such exercise the Holder would beneficially own more than
9.99% of the outstanding Common Stock of the Company. For this purpose, a representation
of the Holder that following such exercise it would not beneficially own more than 9.99%
of the outstanding Common Stock of the Company shall be conclusive and binding upon the
Company. |
| 2. | Manner
of Exercise. In case of the purchase of less than all of the Warrant Securities, the
Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver
a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise
of this Warrant, the issuance of certificates for securities, properties, or rights underlying
this Warrant shall be made forthwith (and in any event within three (3) business days
thereafter) without charge to the Holder including, without limitation, any tax that
may be payable in respect of the issuance thereof: provided, however, that the Company
shall not be required to pay any tax in respect of income or capital gain of the Holder. |
| | If
and to the extent this Warrant is exercised, in whole or in part, the Holder shall be
entitled to receive a certificate or certificates representing the Warrant Securities
so purchased, upon presentation and surrender to the Company of the form of election
to purchase attached hereto duly executed, and accompanied by payment of the purchase
price. |
| 3. | Adjustment
in Number of Shares. |
| |
a) |
Adjustment for Reclassifications |
| | In
case at any time or from time to time after the issue date the holders of the Common
Stock of the Company (or any shares of stock or other securities at the time receivable
upon the exercise of this Warrant) shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled to receive,
without payment therefore, additional stock or other securities or property (including
cash) by way of stock split, spin-off, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s
capital stock), then and in each such case the Holder of this Warrant, upon the exercise
hereof as provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property which such Holder would hold on the date of such exercise
if on the issue date he had been the holder of record of the number of shares of Common
Stock of the Company called for on the face of this Warrant and had thereafter, during
the period from the issue date, to and including the date of such exercise, retained
such shares and/or all other or additional stock and other securities and property receivable
by him as aforesaid during such period, giving effect to all adjustments called for during
such period. In the event of any such adjustment, the Exercise Price shall be adjusted
proportionally. |
| |
b) |
Adjustment for Reorganization,
Consolidation, or Merger |
| | In
case of any reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this Warrant) after
the issue date, or in case, after such date, the Company (or any such other corporation)
shall consolidate with or merge into another corporation or convey all or substantially
all of its assets to another corporation, then and in each such case the Holder of this
Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation
of such reorganization, consolidation, merger or conveyance, shall be entitled to receive,
in lieu of the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to further
adjustment as provided herein; in each such case, the terms of this Warrant shall be
applicable to the shares of stock or other securities or property receivable upon the
exercise of this Warrant after such consummation. |
| 4. | No
Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring
the Holder to exercise this Warrant prior to or in connection with the effectiveness
of a registration statement. |
| 5. | Cashless
Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value
of one share of the Company’s common stock is greater than the Exercise Price,
in lieu of exercising this Warrant by payment of cash, the holder hereof may elect to
receive shares equal to the value (as determined below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Exercise Agreement in which event the Company shall
issue to the holder hereof a number of shares of the Company’s common stock computed
using the following formula: |
| | Where
X equals the number of shares of the Company’s common stock to be issued to the
holder hereof, Y equals the number of shares of the Company’s common stock purchasable
under the Warrant or, if only a portion of the Warrant is being exercised, the portion
of the Warrant being canceled (at the date of such calculation), A equals the fair market
value of one share of the Company’s common stock (at the date of such calculation),
and B equals the Exercise Price |
| | All
references herein to an “exercise” of the Warrant shall include an exchange
pursuant to this Section 5. For the purposes of the above calculation, the Fair Market
Value of one share of the Company’s common stock as of a particular date shall
mean: |
| |
a) |
If traded on a securities
exchange or the NASDAQ National Market, the Fair Market Value shall be deemed to be the average of the closing prices of the
common stock of the Company on such exchange or market over the five (5) business days ending immediately prior to the applicable
date of valuation; |
| |
|
|
| |
b) |
If actively traded over-the-counter, the Fair
Market Value shall be deemed to be the closing price of the common stock of the Company on the day immediately prior to the
applicable date of valuation; and |
| |
|
|
| |
c) |
If there is no active public market, the “Fair
Market Value” shall be the value thereof, as determined in good faith by the Company’s Board of Directors. |
| | A
stock certificate representing the appropriate number of shares of the common stock shall
be delivered to the holder hereof within five (5) days following the date of exercise. |
| 6. | No
Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not
entitle the Holder hereof to any voting rights or other rights as a stockholder of the
Company, or to any other rights whatsoever except the rights herein expressed, and, no
dividends shall be payable or accrue in respect of this Warrant. |
| | Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and, in case of loss, theft, or destruction,
of indemnity or security reasonably satisfactory to it and reimbursement to the company
of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof,
if mutilated, the Company will make and deliver a new warrant of like tenor and amount,
in lieu hereof. |
| 7. | Exchange.
This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for
new warrants of like tenor representing in the aggregate the right to purchase the number
of Warrant Securities purchasable hereunder, each of such new warrants to represent the
right to purchase such number of Warrant Securities as shall be designated by the Holder
at the time of surrender. |
| 8. | Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing
fractions of securities upon the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests. All fractional interests shall
be eliminated by rounding any fraction up to the nearest whole number of securities,
properties, or rights receivable upon exercise of this Warrant. |
| 9. | Reservation
of Securities. The Company shall at all times reserve and keep available out of its authorized
shares of Common Stock or other securities, solely for the purpose of issuance upon the
exercise of this Warrant, such number of shares of Common Stock or other securities,
properties, or rights as shall be issuable upon the exercise hereof. The Company covenants
and agrees that, upon exercise of this Warrant and payment of the Principal Value, all
shares of Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid, non-assessable and not subject to the preemptive rights
of any stockholder. |
| 10. | Notices
to Holder. If at any time prior to the expiration of this Warrant or its exercise, any
of the following events shall occur: |
| |
(a) |
The Company shall take a
record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or |
| |
|
|
| |
(b) |
The Company shall offer to all the holders of
a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or |
| |
(c) |
A dissolution, liquidation,
or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all
of its property, assets and business as an entirety shall be proposed. |
| | Then,
in any one or more of said events, the Company shall give written notice of such event
to the Holder at least fifteen (15) days prior to the date fixed as a record date or
the date of closing the transfer books for the determination of the stockholder entitled
to such dividend, distribution, convertible or exchangeable securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up, or
sale. Such notice shall specify such record date or the date of closing the transfer
books, as the case may be. |
| 11. | Transferability.
This Warrant may be transferred or assigned by the Holder only upon written consent by
the Company. |
| 12. | Informational
Requirements. The Company will transmit to the Holder such information, documents, and
reports as are generally distributed to stockholders of the Company concurrently with
the distribution thereof to such stockholders. |
| 13. | Investor
Questionnaire. The Purchaser has accurately completed the Investor Questionnaire attached
hereto as Exhibit A and incorporated by reference herein. |
| 14. | Notice.
Notices to be given to the Company or the Holder shall be deemed to have been sufficiently
given if delivered personally or sent by overnight courier or messenger, or by facsimile
transmission. Notices shall be deemed to have been received on the date of personal delivery
or facsimile transmission. The address of the Company and of the Holder shall be as set
forth in the Company’s books and records. |
| 15. | Consent
to Jurisdiction and Service. The Company consents to the jurisdiction of any court of
the State of Delaware, and of any federal court located in Delaware, in any action or
proceeding arising out of or in connection with this Warrant. The Company waives personal
service of any summons, complaint, or other process in connection with any such action
or proceeding and agrees that service thereof may be made at the location provided in
Section 12 hereof, or, in the alternative, in any other form or manner permitted by law.
The Holder and Company agree that Delaware shall be deemed proper venue. |
| 16. | Successors.
All the covenants and provisions of this Warrant shall be binding upon and inure to the
benefit of the Company, the Holder, and their respective legal representatives, successors,
and assigns. |
| 17. | Attorneys’
Fees. In the event the Holder hereof shall refer this Warrant to an attorney to enforce
the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting
or effecting collection hereunder, including reasonable attorney's fees, whether or not
suit is instituted. |
| 18. | Governing
Law. This warrant shall be governed, construed and interpreted under the laws of the
state of Delaware, without giving effect to the rules governing conflicts of law. |
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President, CEO and to be delivered
in Florida.
| Dated: _________, 2015 |
|
INTERCORE, INC. |
| |
|
A Delaware Corporation |
| |
|
|
| |
|
By: __________________ |
| |
|
Name: James F. Groelinger |
| |
|
Its: President,
CEO
|