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): February 4, 2016
ATRINSIC, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware
|
|
000-51353
|
|
06-1390025
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
65 Atlantic Avenue, Boston, Massachusetts 02110
|
|
07932
|
|
(Address Of Principal Executive Office)
|
|
(Zip Code)
|
Registrant's telephone number, including area code (617) 823-2300
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))
|
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On December 9, 2015, Atrinsic, Inc., a Delaware corporation (the “Company”), issued secured convertible promissory notes (the “Secured Convertible Notes”) in the principal amount of $25,000 to each lender (for an aggregate of $50,000), each an existing secured lender to the Company. The Secured Convertible Notes have been amended in their entirety as indicated herein (“Amended Convertible Notes”).The Amended Convertible Notes are unsecured, have a maturity date of March 1, 2016 and do not bear interest until maturity. In the event that the Company completes a private placement of its Series B Preferred Stock (a “Private Placement”) prior to the maturity thereof, each lender has agreed to convert or assign all principal sums under the Amended Convertible Notes to be used as a purchase price in the Private Placement.
On February 11, 2016, the Company issued convertible promissory notes (“February Convertible Notes”) in the principal amounts of $57,079 to the same lenders in the Amended Convertible Notes (for an aggregate amount of $114,158) . The February Convertible Notes have a maturity date of March 1, 2016, bear no interest and have the same conversion terms as the Amended Convertible Notes.
The foregoing descriptions of the Amended Convertible Notes and the February Convertible Notes are qualified in their entirety by the full text of the Amended Convertible Notes and February Convertible Notes, the forms of which are filed as Exhibits 4.1 and 4.2, respectively, hereto and incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers
On February 4, 2016, Dave Horin resigned as our Chief Financial Officer. This resignation did not result from any dispute or disagreement with us, our independent accountants, our counsel or our operations, policies and practices.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
|
Description of Exhibits
|
|
|
4.1
|
Form of Amended and Restated Convertible Promissory Note, dated February 11, 2016, in the principal amount of $25,000, issued by the Company.
|
|
|
4.2
|
Form of Convertible Promissory Note, dated February 11, 2016, in the principal amount of $57,079, issued by the Company.
|
|
|
99.1
|
Letter of resignation from Dave Horin dated February 4, 2016.
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
|
Dated: February 11, 2016
|
|
|
| |
|
|
|
Atrinsic, Inc.
|
|
|
EXHIBIT 4.1
AMENDED AND RESTATED NOTE
THIS AMENDED AND RESTATED NOTE, amends and restates in its entirety that Secured Convertible Promissory Note issued by the Borrower (as defined below) on December 9, 2015 (the “Original Note”) and is dated and made effective as of February 11, 2016 (the “Effective Date”).
|
FROM:
|
ATRINSIC, INC., (the “Borrower”);
|
|
TO:
|
[------------------] (the “Lender”);
|
(the Borrower and the Lender being hereinafter singularly also referred to as a “Party” and collectively referred to as the “Parties” as the context so requires).
In exchange for the release and forfeiture by the Lender of its rights under the Original Note, the Borrower and Lender have agreed that the Original Note shall be amended and restated in its entirety hereby. The principal sum of this Amended and Restated Note is Twenty-Five Thousand Dollars (U.S.$25,000) in lawful money of the United States (hereinafter referred to as the “Principal Sum” which amount may be reduced or increased as set out herein).
1. (a) Payments. The Borrower shall pay the Principal Sum and any Interest due hereon to the Lender (any such payment reducing the amount of the Principal Sum) (i) at any time pursuant to Section 1(b) and (ii) the remainder of the Principal Sum and any Interest due thereon on March 1, 2016 (the “Maturity Date”).
(b) In the event that the Borrower completes a private placement of its Series B Preferred Stock (a “Private Placement”) prior to the Maturity Date, the Lender hereby, without further need for instruction from the Lender, (i) assigns Twenty-Five Thousand ($25,000) of the Principal Sum to be used for the purchase price to be paid by (------) in the Private Placement (which assignment is agreed to, without further need for instruction from the Borrower, by the Borrower) and (ii) relinquishes any other rights that it may have to the remaining Principal Sum such that all obligations owed to the Lender hereunder are extinguished and forgiven.
(c) Interest. Any amounts of this Note that are outstanding on March 1, 2016 shall begin to accrue interest at a rate of 10% per annum. Prior to such date, no interest shall accrue.
2. Events of Default. The Borrower shall be in default of this Note and the Principal Sum hereby secured will become immediately due and payable on demand by the Lender or, unless waived by the Lender, in any of the following events:
(a) if an order is made or a resolution is passed or a petition is filed for the winding-up, dissolution, liquidation or amalgamation of the Borrower;
(b) if the Borrower makes an assignment or proposal or a bankruptcy petition is filed or presented against the Borrower or the Borrower otherwise becomes subject to the provisions of any legislation for the benefit of its creditors or otherwise acknowledges its insolvency;
(c) if any execution, sequestration, extent or any other process of any kind becomes enforceable against the Borrower and is not satisfied within 30 calendar days;
(d) if the Borrower ceases or demonstrates an intention to cease to carry on the Borrower’s business;
(e) if the Borrower carries on any business that it is restricted from carrying on by its charter documents or by law; or
(f) if the Borrower fails to make any payment as set out in Section 1 of this Note.
The Lender may waive any default by the Borrower in the observance or performance of any covenant, agreement or condition contained in this Note or any other event which without such waiver would cause the Principal Sum hereby to be immediately due and payable but no such waiver or other act or omission of the Lender will extend to or affect any subsequent default or event or the rights resulting therefrom.
3. Covenants. The Borrower will at all times until payment in full of this Note and all Interest due thereon:
(a) maintain and preserve its charter and corporate organization in good standing and, subject to all the provisions herein contained, diligently preserve all the rights, powers, privileges and goodwill owned by the Borrower; and
(b) conduct the Borrower’s business in a proper and businesslike manner.
4. Assignment. This Note and all its terms and conditions will enure to the benefit of the Lender and its successors and assigns and will be binding upon the Borrower and the Borrower’s successors and assigns.
5. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Borrower hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
[Signature Page to Follow]
|
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the Effective Date set out above.
ATRINSIC, INC.
|
|
By:
|
|
Name: Edward Gildea
|
|
Title: CEO
|
EXHIBIT 4.1, 3
EXHIBIT 4.2
NOTE
THIS NOTE, provided, dated and made effective as of February 11, 2016 (the “Effective Date”).
|
FROM:
|
ATRINSIC, INC., (the “Borrower”);
|
|
TO:
|
[------------------] (the “Lender”);
|
(the Borrower and the Lender being hereinafter singularly also referred to as a “Party” and collectively referred to as the “Parties” as the context so requires).
FOR VALUE RECEIVED the Lender has paid to the Borrower or creditors of the Borrower on the Borrower’s behalf or will pay to the Borrower or creditors of the Borrower on the Borrower’s behalf the amounts set on Exhibit A hereto, which amounts are in the aggregate sum of $114,158 (U.S.$57,079) in lawful money of the United States (hereinafter referred to as the “Principal Sum” which amount may be reduced or increased as set out herein).
1. (a) Payments. The Borrower shall pay the Principal Sum and any Interest due hereon to the Lender (any such payment reducing the amount of the Principal Sum) (i) at any time pursuant to Section 1(b) and (ii) the remainder of the Principal Sum and any Interest due thereon on March 1, 2016 (the “Maturity Date”).
(b) In the event that the Borrower completes a private placement of its Series B Preferred Stock (a “Private Placement”) prior to the Maturity Date, the Lender hereby, without further need for instruction from the Lender, (i) assigns Fifty Thousand ($50,000) of the Principal Sum to be used for the purchase price to be paid by (------) in the Private Placement (which assignment is agreed to, without further need for instruction from the Borrower, by the Borrower) and (ii) relinquishes any other rights that it may have to the remaining Principal Sum such that all obligations owed hereunder to the Lender are extinguished and forgiven.
(c) Interest. Any amounts of this Note that are outstanding on March 1, 2016 shall begin to accrue interest at a rate of 10% per annum. Prior to such date, no interest shall accrue.
2. Events of Default. The Borrower shall be in default of this Note and the Principal Sum hereby secured will become immediately due and payable on demand by the Lender or, unless waived by the Lender, in any of the following events:
(a) if an order is made or a resolution is passed or a petition is filed for the winding-up, dissolution, liquidation or amalgamation of the Borrower;
(b) if the Borrower makes an assignment or proposal or a bankruptcy petition is filed or presented against the Borrower or the Borrower otherwise becomes subject to the provisions of any legislation for the benefit of its creditors or otherwise acknowledges its insolvency;
(c) if any execution, sequestration, extent or any other process of any kind becomes enforceable against the Borrower and is not satisfied within 30 calendar days;
(d) if the Borrower ceases or demonstrates an intention to cease to carry on the Borrower’s business;
(e) if the Borrower carries on any business that it is restricted from carrying on by its charter documents or by law; or
(f) if the Borrower fails to make any payment as set out in Section 1 of this Note.
The Lender may waive any default by the Borrower in the observance or performance of any covenant, agreement or condition contained in this Note or any other event which without such waiver would cause the Principal Sum hereby to be immediately due and payable but no such waiver or other act or omission of the Lender will extend to or affect any subsequent default or event or the rights resulting therefrom.
3. Covenants. The Borrower will at all times until payment in full of this Note and all Interest due thereon:
(a) maintain and preserve its charter and corporate organization in good standing and, subject to all the provisions herein contained, diligently preserve all the rights, powers, privileges and goodwill owned by the Borrower; and
(b) conduct the Borrower’s business in a proper and businesslike manner.
4. Assignment. This Note and all its terms and conditions will enure to the benefit of the Lender and its successors and assigns and will be binding upon the Borrower and the Borrower’s successors and assigns.
5. Governing Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Borrower hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
[Signature Page to Follow]
|
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed as of the Effective Date set out above.
ATRINSIC, INC.
|
|
By:
|
|
Name: Edward Gildea
|
|
Title: CEO
|
EXHIBIT 4.2, 1
EXHIBIT 99.1
Date: February 4, 2016
To: Edward Gildea
From: Dave Horn, CPA
Subject: Atrinsic Inc., and Subsidiaries (“Atrinsic”)
Dear Ed
This is to inform you that I am resigning as CFO of Atrinsic effective February 4, 2016. As of today, Atrinsic owes Chord Advisors LLC. $18,000. We will grant Atrinsic an $8,000 credit. Therefore, as of February 4, 2016 (after the credit), Atrinsic Chord Advisors, LLC. $10,000. See attached invoice. Please promptly pay this amount.
Also, if Atrinsic requires further services, we will provide these services at the following billing rates:
|
|
·
|
Partners - $350 per hour
|
|
|
·
|
Directors - $250 per hour
|
If Atrinsic needs further services then we will present a new engagement letter detailing our services and rates.
Thank you for the opportunity.
Regards,
/s/ David Horin
David Horin, CPA