Current Report Filing (8-k)
September 07 2017 - 6:02AM
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
Date
of Report:
(Date
of earliest event reported)
August
30, 2017
____________________________
Ironclad
Performance Wear Corporation
(Exact
name of registrant as specified in charter)
Nevada
(State
or other Jurisdiction of Incorporation)
0-51365
(Commission
File Number)
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98-0434104
(IRS Employer Identification No.)
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1920
Hutton Court, Suite 300
Farmers
Branch, TX 75234
(Address
of Principal Executive Offices and zip code)
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(972)
996-5664
(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 registrant under
any of the following provisions:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. [ ]
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
August 30, 2017, the Registrant entered into a Forbearance Agreement with Radians Wareham Holdings, Inc. (“Radians”)
pursuant to which Radians agreed to forbear, until 5:00 p.m. Pacific Standard Time on September 1, 2017, from exercising available
remedies under that certain Revolving Loan and Security Agreement dated November 28, 2014, originally entered into among Capital
One, National Association (“Capital One”), the Registrant and Ironclad Performance Wear Corporation, a California
corporation (“Ironclad California”) and wholly-owned subsidiary of the Registrant (as amended to date, the “Loan
Agreement”), and related documents (the “Loan Documents”), in connection with the Registrant’s failure
to provide materially complete and correct financial statements as required under the Loan Agreement for the fiscal years ended
December 31, 2015 and 2016, and for the fiscal quarters ended March 31, June 30 and September 30, 2016 and March 31, 2017, as
evidenced by the Registrant’s disclosure that such financial statements should no longer be relied upon due to misstatements
resulting from the accounting treatment for certain sale transactions during such periods. Radians acquired the outstanding indebtedness
under the Loan Documents from Capital One on July 25, 2017.
In
consideration for Radians’ agreement to forbear from exercising available remedies under the Loan Documents the Registrant
and Ironclad California (the “Borrowers”) agreed to fully release Radians from existing claims under the Loan Documents.
While
the Registrant intends to seek a further forbearance from Radians the Registrant can provide no assurance that Radians will agree
to such a forbearance or that the terms that Radians will require for such a forbearance will be acceptable to the Registrant.
SIGNATURE
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.
IRONCLAD
PEFORMANCE WEAR CORPORATION
Date: September
6, 2017
By:
/s/ Matthew Pliskin
Matthew
Pliskin
Chief
Financial Officer & Secretary