Current Report Filing (8-k)
September 19 2016 - 6:17AM
Edgar (US Regulatory)
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
September
16, 2016
Date
of Report (Date of earliest event reported)
KSIX
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-52522
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98-0550352
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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10624
S. Eastern Ave., Suite A-910
Henderson,
NV
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89052
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(Address
of principal executive offices)
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(Zip
Code)
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(702)
701-8030
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K 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
On
or about February 24, 2016, the Company entered into a Senior Secured Credit Facility with TCA Global Credit Master Fund, LP (the
“TCA Agreement”). Pursuant to §2.5(f) of the TCA Agreement, the Company was obligated to pay an advisory fee
of $300,000 USD. In lieu of the cash payment, TCA Global Credit Master Fund, LP (“TCA”) agreed to take 1,782,000 shares
of Common Stock restricted in accordance with Rule 144 (the “Advisory Fee Stock”). The issuance of the Advisory Fee
Shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. Under this Agreement, once the
Advisory Fee Shares satisfies the requirements of Rule 144, TCA may sell these Advisory Fee Shares until such time as they have
received $300,000 in gross proceeds. At that time, TCA is obligated to return any remaining shares of Advisory Fee Stock back
to the Company for cancellation into treasury. TCA is an accredited investor as defined under Regulation D, Rule 501, familiar
with our corporate operations, and there was no general solicitation. The transaction approved by written consent of the Board
of Directors through authority set forth in our Articles of Incorporation, corporate bylaws, and §78.315 of the Nevada Revised
Statutes. The Advisory Fee Shares was issued on or about March 4, 2016, and was fully paid and non-assessable upon execution of
the TCA Agreement.
On
or about September 15, 2016 the Company entered into a First Amended Credit Agreement which amended the agreements underlying
the Senior Secured Credit Facility with TCA Global Credit Master Fund, LP (the “TCA Agreement”) described above utilizing
a third party, Salksanna, LLC (“Salksanna”), a Delaware limited liability company, to negotiate an amended credit
facility whereby Salksanna will purchase, with each monthly payment due to TCA, portions of the debt underlying the TCA Agreement
pursuant to a Debt Purchase Agreement executed with Salksana on same said date. The Company will then utilize the proceeds paid
to it by Salksanna to debt service TCA and in the process, issuing Salksanna a series of replacement promissory notes convertible
into shares of the Company upon maturity of the underlying note. TCA will remain in custody of its ‘Advisory Fee Shares’
as defined in the TCA Agreement, but is restricted from selling such shares but for an event of default, and only then after notice
and failure to cure by the Company of such default. The first of such notes issued to Salksanna is in the amount of $53,452.53
with a maturity date of March 13, 2018. On September 16, 2016, Salksana executed an “Assignment of Note” and made
the first payment of $53,452.53 to TCA. Pursuant to such assignment and payment of $53,452.53 to TCA by Salksana, the Company
executed the “Convertible Replacement Convertible Note A to the holder Salksana (hereinafter referred to as the “Replacement
Note”). The maturity date of the Replacement Note is March 13, 2018 and carries an interest rate of 18% per annum. The Replacement
Note is convertible by Salksana (the “Holder”) into the common stock of the Company as follows: The holder may convert
all or any portion of the outstanding principal, accrued and unpaid interest, premium, if applicable, and any other sums due and
payable under the Replacement Note (the “Conversion Amount”) into common stock of the Company at a conversion price
equal to (i) the Conversion Amount (the numerator); divided by (ii) eighty-five (85%) of the lowest of the daily volume weighted
average of the price of the Company’s common stock during five business days immediately prior to the conversion date (the
denominator). Pursuant to the terms of the Replacement Note, the Holder my not convert an amount of common stock that will result
in a beneficial ownership of greater than 4.99% of the issued and outstanding common stock on the day of conversion.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Business Acquired.
Not
Applicable
(b)
Pro forma Financial Information
.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
10.1
– First Amendment to Credit Agreement between TCA Global Credit Master Fund, LP and KSIX Media Holdings, Inc.
10.2
– Debt Purchase Agreement between TCA Global Credit Master Fund, LP; Salksana, LLC; KSIX Media Holdings, Inc.
10.3
– First Replacement Convertible Promissory Note A for TCA Global Credit Master Fund, LP
10.4
– First Replacement Convertible Promissory Note B for TCA Global Credit Master Fund, LP
10.5
– Assignment of Note between TCA Global Credit Master Fund, LP and Salksana, LLC
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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NORTH
AMERICAN ENERGY RESOURCES, INC.
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DATE:
September 19, 2016
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By:
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/s/
Carter Matzinger
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Name:
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Carter
Matzinger
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Title:
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President
and Chief Executive Officer
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