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):   June 22, 2018
 
 
 
 
OrangeHook, Inc.
(Exact name of Registrant as Specified in its Charter)
 
  Florida
000-54249
27-1230588
  (State or Other Jurisdiction of Incorporation
or Organization) 
(Commission file number)
(I.R.S. Employer Identification Number)
 
 
319 Barry Avenue South #300
Wayzata, Minnesota 55391
 (Address of Principal Executive Offices including Zip Code)
 
(442) 500-4665
(Registrant’s Telephone Number, including Area Code)
 
 
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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.  ☐
 
 
 
 
 
 
 
 
 
 
 
 
 

Item 1.01 Entry into a Material Definitive Agreement.

On June 18, 2018, OrangeHook, Inc., a Minnesota corporation ("OrangeHook MN"), and wholly-owned subsidiary of OrangeHook, Inc., a Florida corporation (the "Company"), entered into a Commercial Promissory Note with an effective date of June 9, 2018 (the "June 9 note") for $701,543.00 with MEZ Capital LLC, a Minnesota limited liability company ("MEZ"). The June 9 note matures on July 9, 2018 and calls for a stated amount of interest of $21,046.29 due at maturity and includes loan discount and other fees totaling $36,263.95 in the amount of principal. The June 9 note is supported by five personal guarantees, including those of Company board members James L. Mandel and Jeffrey J. Hattara, President and CEO and Chief Strategy Officer, respectively, and board members Whitney E. Peyton and Donald M. Miller. The June 9 note includes a default rate of interest equal to four percent (4%) on the outstanding principal balance. The Company made a $50,000 interest payment to MEZ upon entering into the June 9 note. The June 9 note replaces the May 10, 2018 note issued by OrangeHook MN to MEZ in the amount of $740,076.75 and previously disclosed in the Company's Current Report on Form 8-K filed on May 21, 2018.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

 
 
 
 
 
 
 
 
 
 
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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.
 
ORANGEHOOK, INC.
 
 
 
 
Dated:   June 22, 2018
By:    /s/    James L. Mandel                                                                    
               James L. Mandel
               President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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