Amended Current Report Filing (8-k/a)

Date : 11/14/2017 @ 4:09PM
Source : Edgar (US Regulatory)
Stock : Intercloud Systems, Inc. (QB) (ICLD)
Quote : 0.0033  -0.0001 (-2.94%) @ 4:13PM

Amended Current Report Filing (8-k/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A
(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 11, 2017

 

InterCloud Systems, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   000-32037   65-0963722
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1030 Broad Street

Suite 102

Shrewsbury, NJ

  07702
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (561) 988-1988

 

 
(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 240.13a-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

Explanatory Note

 

On October 19, 2017, the Registrant filed with the Securities and Exchange Commission a Current Report on Form 8-K to report, among other things, its entry into an Exchange Agreement with a debtholder.

 

This Amendment No. 1 on Form 8-K/A is being filed to include a copy of the Certificate of Designation as Exhibit 3.1 herewith.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

InterCloud Systems, Inc. (the “Company”) entered into an Exchange Agreement, dated as of October 12, 2017 (the “Exchange Agreement”) with a debtholder (the “Holder”), pursuant to which the Holder agreed to exchange $5,429,873.36 held in promissory notes, in consideration of the Company’s issuance and delivery to the Holder of 227 shares of Series L Convertible Preferred Stock (“Series L Preferred”) of the Company.

 

The Company has designated up to 1,000 shares of the 50,000,000 authorized shares of preferred stock as Series L Preferred. The shares of Series L Preferred are convertible into shares of common stock based on a conversion calculation equal to the stated value of the Series L Preferred divided by the conversion price. The stated value of each share of Series L Preferred is $10,000, and the initial conversion price is 105% of the highest volume weighted average price for the five (5) days immediately preceding the conversion date, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The holders of Series L Preferred are not entitled to receive dividends or entitled to any voting rights. Upon any liquidation, dissolution or winding-up of the Company, the holders of Series L Preferred shall be entitled to receive an amount equal to the stated value of the Series L Preferred, before any distribution or payment shall be made on any of the common stock of the Company.

 

The holders of Series L Preferred are prohibited from exercising any conversion right more than three (3) times in any five (5) day trading period, and the right to convert by any holder on any such trading day shall be limited to ten (10) percent of the average daily trading volume for the common stock of the Company over the prior ten (10) day period. If on the ten (10) year anniversary of the date of issuance of the Series L Preferred (the “Maturity Date”), the holder thereof has not yet converted such Series L Preferred into common stock of the Company, then the remaining Series L Preferred shall automatically convert into common stock of the Company at a conversion price equal to the closing price of the common stock of the Company on the last trading day immediately preceding the Maturity Date.

 

The foregoing description of the Series L Preferred does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designation of Series L Convertible Preferred Stock of InterCloud Systems, Inc. (the “Certificate of Designation”), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 8.01 Other Events.

 

On October 11, 2017, the U.S. District Court for the District of New Jersey (the “District Court”) entered a judgment in favor of White Winston Select Asset Funds, LLC (“White Winston”) against the Company in the amount of $675,564.68. White Winston previously sought a break-up fee of $500,000 and attorney fees and costs allegedly due in connection with a contemplated but ultimately unsuccessful financing transaction. The Company filed a motion to dismiss, which was granted in its entirety by the District Court. White Winston subsequently appealed, and the United States Court of Appeals for the Third Circuit ultimately reversed. After considering the parties cross-motions for summary judgment, the District Court ruled in White Winston’s favor and rendered the judgment above. The Company is in settlement discussions with White Winston, while it also weighs exercising its rights to appeal.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
3.1   Certificate of Designation of Series L Convertible Preferred Stock of InterCloud Systems, Inc.

 

  2  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                     

  INTERCLOUD SYSTEMS, INC.
   
November 14, 2017 By: /s/ Daniel Sullivan
    Daniel Sullivan
    Chief Accounting Officer

 

  3  

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
3.1   Certificate of Designation of Series L Convertible Preferred Stock of InterCloud Systems, Inc.

 

 

4

 

 

 

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