Item 1.01
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Entry into a Material Definitive Agreement.
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Stock Offering
On October 12, 2016,
Inventergy Global, Inc. (the “
Company
”) completed a public offering of 6,000,000 shares of common stock (the
“
Shares
”) for total gross proceeds of approximately $6.0 million (the “
Offering
”). The Company’s
net proceeds from the Offering, after deducting the offering expenses and Placement Agent fees, were approximately $5.3 million.
In connection with
the issuance of the Shares, each purchaser will receive a warrant (the “
Warrants
”) to purchase up to the number
of shares of the Company’s common stock equal to 100% of the number of Shares purchased by the Purchaser pursuant to the
Purchase Agreement. The Warrants have an exercise price of $1.00 per share, are exercisable immediately upon issuance and expire
five years from the date of issuance.
In connection with
the Offering, the Company entered into a securities purchase agreement (the “
Purchase Agreement
”) with certain
institutional investors. The Purchase Agreement contains customary representations, warranties and agreements by the Company, as
well as customary conditions to closing, indemnification obligations of the Company, termination provisions, and other obligations
and rights of the parties. The representations, warranties and covenants contained in the Purchase Agreement, made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, and may be subject
to limitations agreed upon by the contracting parties.
Chardan Capital Markets,
LLC (the “
Placement Agent
”), acted as the sole book runner in connection with the Offering and Dawson James
Securities, Inc. acted as a co-manager. Pursuant to a placement agency agreement (the “
Placement Agency Agreement
”),
dated October 6, 2016, between the Company and the Placement Agent, the Company paid the Placement Agent a cash fee equal to 8%
of the aggregate gross cash proceeds of the Offering and issued the Placement Agent a warrant to purchase shares of common stock
equal to 4% of the common stock issued in the Offering.
The Offering was made
pursuant to the Company’s effective registration statement on Form S-1 (Registration Statement No. 333-211211), which was
previously filed with the Securities and Exchange Commission, and a prospectus thereunder. The securities may be offered only by
means of a prospectus, including a final prospectus, forming a part of the effective registration statement. The final prospectus
relating to the offering of the securities has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov.
The foregoing descriptions
of the Placement Agency Agreement, the Purchase Agreement and the Warrants are qualified in their entireties by reference to the
full text of the Placement Agency Agreement, the form of Purchase Agreement and the form of Warrant, copies of which are attached
hereto as Exhibit 1.1, Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference
herein.
Agreements
with Existing Investors
On October 5, 2016,
in connection with this offering, we entered into an agreement (the “
Consent
”) to adjust the initial conversion
price of the warrants issued in the Series C Preferred stock offering in January 2016, Series E Preferred stock offering in July
2016 and the registered direct offering in May 2016 to $1.00 per share, $1.43 per share and $1.86 per share, respectively, subject
to adjustment. In addition, we agreed to increase the redemption amount payable to holders of the Series E Preferred stock after
January 25, 2017 to 165% of the aggregate stated value then outstanding. The Consent also provides for the order of priority for
redeeming the holders of the Series C Preferred Stock and Series E Preferred Stock from the net proceeds of this Offering. The
form of Consent is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
Forward-Looking Statements
This Current Report
on Form 8-K contains forward-looking statements that are subject to a number of risks and uncertainties, including statements about
the Company’s expectations regarding the completion of the offering. Words such as “estimate,” “expected,”
“will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements
are based upon the Company’s current expectations. Forward-looking statements involve risks and uncertainties. Actual results
and the timing of events may differ materially from those set forth in this report due to risks and uncertainties associated with
the satisfaction of the conditions to close the offering. Risk factors related to us, our business and the offering are discussed
under “Risk Factors” and elsewhere in our prospectus, dated October 7, 2016, with respect to the offering described
above, and in our Annual Report on Form 10-K for the year ended December 31, 2015 and other filings with the Securities and Exchange
Commission. Except as required by law, the Company expressly disclaims any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or
any change in events, conditions or circumstances on which any such statements are based.