Nevada
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000-52961
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20-3356659
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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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6630 West Sunset Blvd.
Los Angeles, CA, 90027
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(Address of Principal Executive Offices)
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1 (416) 903-6691
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(Issuer's Telephone Number)
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☐
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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 under the Exchange Act (17 CFR 240.14a-12)
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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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Exhibit No.
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Description
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10.21
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Secured Promissory Note for $250,000 with KF Business Ventures, LP dated May 6, 2016
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10.22
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Secured Convertible Grid Promissory Note for $550,000 with KF Business Ventures, LP dated September 2, 2016
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10.23
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Common Stock Purchase Warrant with KF Business Ventures, LP dated September 2, 2016
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10.24
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Omnibus Amendment with KF Business Ventures, LP dated September 2, 2016
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MEEMEE MEDIA INC.
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September 12, 2016
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/s/
MARTIN DOANE
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Martin Doane
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President
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US $250,000.00
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May 6, 2016
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MEEMEE MEDIA INC.
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/s/
MARTIN DOANE
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Martin J. Doane,
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Executive Chairman
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HOLDER:
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KF Business Ventures, LP
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a California limited partnership
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By:
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Kopple Financial, Inc.
a California corporation,
Its General Partner
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By:
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/s/
ROBERT KOPPLE
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Robert C. Kopple, Its President
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Address:
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10866 Wilshire Boulevard, Suite 1500
Los Angeles, California 90024
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Up to US $550,000
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September 2, 2016
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1.1
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Drawdown Schedule
. At the election of the Company which shall be made in writing (which may be by e-mail) to Holder, Holder shall advance funds to the Company under this Note pursuant to the following schedule and amounts:
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Funding Date
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Funding Amount
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August 31, 2016
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$200,000
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September 27, 2016
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$200,000
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October 27, 2016
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$100,000
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November 25, 2016
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$50,000
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a)
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Conversion of Note
. Holder may convert all or a portion of the outstanding principal and interest due and owing under this Note at any time or times by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of a notice of conversion. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Note to the Company until the Holder has converted all of the outstanding principal and interest due and payable under this Note, or such amounts have been repaid by the Company, in which case, the Holder shall surrender this Note to the Company for cancellation within three (3) trading days of the date the final notice of conversion is delivered to the Company or of the date the Note is repaid in full. Partial conversions of this Note shall have the effect of lowering the outstanding balance of principal and interest due under this Note. The Holder and the Company shall maintain records showing the amount converted under this Note and the remaining balance due and owing. The Company shall deliver any objection to any notice of conversion within two (2) trading days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error.
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b)
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Conversion Price
. The conversion price per share of the Common Stock under this Note shall be Five Cents ($0.05), subject to adjustment hereunder (the "
Conversion Price
").
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c)
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Mechanics of Conversion
.
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i.
Delivery of Certificates Upon Conversion
. Certificates for shares purchased hereunder shall be transmitted by the Company's transfer agent to the Holder by crediting the account of the Holder's broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission ("
DWAC
") system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the resale of the shares of Common Stock by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the notice of conversion within 10 trading days from the delivery to the Company of the notice of conversion form, and surrender of this Note (if required) (the "
Note Share Delivery Date
"). This Note shall be deemed to have been converted on the date the notice of conversion is received by the Company. The shares of Company common stock issuable upon conversion shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes,
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ii.
Rescission Rights
. If the Company fails to cause the Company's transfer agent to transmit to the Holder a certificate or the certificates representing the shares of Company common stock issuable upon conversion pursuant to Section 1.4(c)(i) by the Note Share Delivery Date, then the Holder will have the right to rescind such conversion.
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iii.
No Fractional Shares or Scrip
. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such conversion, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.
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iv.
Charges, Taxes and Expenses
. Issuance of certificates for shares of Company common stock shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided
,
however
, that in the event certificates for shares are to be issued in a name other than the name of the Holder, this Note when surrendered for conversion shall be accompanied by an assignment form provided by the Company and duly executed by the Holder, and such other documentation as the Company may require regarding the investor status of the assignee, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
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v.
Closing of Books
. The Company will not close its stockholder books or records in any manner which prevents the timely conversion of this Note, pursuant to the terms hereof.
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vi.
Holder Representations
. Holder acknowledges that the shares of Company common stock issuable upon conversion of this Note shall be "Securities" as defined in Section 5 of this Note, and the Holder reaffirms the representations and warranties provide in Section 5 of this Note.
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MEEMEE MEDIA INC.
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/s/
MARTIN DOANE
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Martin J. Doane,
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Executive Chairman
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HOLDER:
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KF Business Ventures, LP
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a California limited partnership
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By:
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Kopple Financial, Inc.
a California corporation,
Its General Partner
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By:
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/s/
ROBERT KOPPLE
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Robert C. Kopple, Its President
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Address:
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10866 Wilshire Boulevard, Suite 1500
Los Angeles, California 90024
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Warrant Shares: Up to 11,000,000
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Date of Warrant: September 2, 2016
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a)
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Exercise of Warrant
. Exercise of the purchase rights for Warrant Shares represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date for the applicable Warrant Shares and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto; and, within three (3) trading days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) trading days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.
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b)
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Exercise Price
. The exercise price per share of the Common Stock under this Warrant shall be Five Cents ($0.05), subject to adjustment hereunder (the "
Exercise Price
").
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c)
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Mechanics of Exercise
.
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i.
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Delivery of Certificates Upon Exercise
. Certificates for shares purchased hereunder shall be transmitted by the Company's transfer agent to the Holder by crediting the account of the Holder's broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission ("
DWAC
") system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within
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ii.
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Delivery of New Warrants Upon Exercise
. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
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iii.
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Rescission Rights
. If the Company fails to cause the Company's transfer agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then, the Holder will have the right to rescind such exercise.
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iv.
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No Fractional Shares or Scrip
. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
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v.
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Charges, Taxes and Expenses
. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided
,
however
, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder, and such other documentation as the Company may require regarding the investor status of the assignee, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.
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vi.
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Closing of Books
. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.
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a)
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Stock Dividends and Splits
. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.
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b)
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Calculations
. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
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c)
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Notice to Holder
.
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i.
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Adjustment to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
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ii.
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Notice to Allow Exercise by Holder
. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 business days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or
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d)
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Favored Nations Provision
. Other than in connection with the Excepted Issuances, from the date of this Warrant and until the first to occur between (i) the date which all the warrants have been exercised by Holder under this Warrant or (ii) the Termination Date
,
if the Company shall issue (the "
Lower Price Issuance
") any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Exercise Price in effect at such time, without the written consent of Holder, then the Exercise Price shall automatically be reduced to such other lower price of the Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock which are issued in the Lower Price Issuance. Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock issued by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed to have been issued for a price per share as determined in good faith by the Company Board of Directors. "
Excepted Issuances
" shall be issuances
by the Company of its Common Stock
or securities convertible into or exercisable directly or indirectly for shares of Common Stock
(i) in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the
securities or assets of corporation or other entity so long as such issuances are not for the purpose of raising capital; (ii) in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iii) to any consultant, advisor, employee or member of the Board of Directors of the Company or any of its subsidiaries for services provided or to be provided; (iv) as a result of the exercise of any warrants issued by the Company to Holder or the conversion under any convertible promissory note issued by the Company to Holder; and (v) as a result of the conversion or exercise of any securities convertible into or exercisable directly or indirectly for shares of Common Stock which are issued and outstanding as of the date of this Warrant, including, without limitation, all warrants and promissory notes issued by the Company to Holder. The provisions of this Section 3 d) shall not apply to the Exercise Price for any warrants which have been exercised by Holder prior to the date of the Lower Price Issuance.
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MEEMEE MEDIA INC.
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/s/
MARTIN DOANE
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Martin J. Doane,
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Executive Chairman
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a.
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The Company is, and has been, duly incorporated, validly existing and in good standing under the laws of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
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b.
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The Company has, and has had, the requisite corporate power and authority to enter into and to perform its obligations and consummate the transactions contemplated by the Loan Documents, and each of them. The execution and delivery of the Loan Documents, and each of them, by the Company, the performance of its obligations and the consummation by the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith. Each of the Loan Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
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c.
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The Notes, Warrants and September 2016 Warrants (collectively, the "
Securities
"), are, and have been, duly authorized and, when issued, constitute valid and binding obligations of the Company. The shares of common stock of the Company issuable upon conversion or exercise of the Securities, when issued in accordance with the terms of the Loan Documents, will be validly issued, fully paid and nonassessable, free all restrictions of any kind, including, without limitation, restrictions of the right of the holder to vote the shares so issued, other than restrictions on transfer pursuant to the Loan Documents and applicable securities laws and regulations. The Company has reserved from its duly authorized capital stock the maximum number of shares of common stock of the Company issuable upon conversion or exercise of the Securities.
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d.
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The Company does not have, and has not had, 200 or more stockholders of record.
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COMPANY:
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MEEMEE MEDIA INC.
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/s/
MARTIN DOANE
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Martin J. Doane, Executive Chairman
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|
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HOLDER:
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KF Business Ventures, LP
|
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a California limited partnership
|
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By:
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Kopple Financial, Inc.
a California corporation,
Its General Partner
|
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By:
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/s/
ROBERT KOPPLE
|
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Robert C. Kopple, Its President
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