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): December 21, 2012
3DIcon Corporation
(Exact name of registrant as specified in charter)
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Oklahoma (State or other jurisdiction of incorporation) |
000-54697 (Commission File Number) |
73-1479206 (IRS Employer Identification No.) |
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6804 South Canton Avenue, Suite 150 Tulsa, OK (Address of principal executive offices) |
74136 (Zip Code) |
Registrant’s telephone number, including area code: (918) 494-0505
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 (see General Instruction A.2. below):
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))
| Item 1.01 | Entry Into A Material Definitive Agreement |
| Item 2.03 | Creation of a Direct Financial Obligation |
On December 21, 2012, 3DIcon Corporation (the “Company”) entered into an amendment agreement (the “Amendment”) with GCA Strategic Investment Fund Limited, a Bermuda corporation ("GCASIF"), the holder of that certain Convertible Bridge Note (the “Bridge Note”) in the principal amount of $300,000 issued by the Company on August 24, 2012.
The Bridge Note matured on or about November 22, 2012, on which date all past due amounts of the Bridge Note began accruing interest at 15% per annum. Furthermore, on November 22, 2012, because the shares of the Company’s common stock into which the Bridge Note is convertible were not registered under an effective registration statement (the “Registration Statement”), GCASIF was entitled to liquidated damages equal to 2% of the outstanding principal for each 30 day period after the November 22, 2012 the Registration Statement is not declared effective (the “Liquidated Damages”).
Pursuant to the Amendment, GCASIF agreed to extend the maturity of the Bridge Note from November 22, 2012 to March 21, 2013 and the Company agreed to (i) increase the principal amount of the Bridge Note from $300,000 to $325,000; (ii) amend the conversion price of the Bridge Note to the lesser of $0.04, or 100% of the Volume Weighted Average Price, as reported by Bloomberg, L.P., for the 5 trading days prior to the effective date of the Registration Statement; and (iii) grant additional registration rights to GCASIF from 5,172,414 shares to 8,000,000 shares of the Company’s common stock into which the Bridge Note may be convertible. Furthermore, GCASIF agreed to waive any and all defaults, default interest and the Liquidated Damages due to GCASIF. In connection with the Amendment, the Company paid GCASIF a fee of $10,000.
The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached as an exhibit to this Current Report on Form 8-K and the Current Report on Form 8-K filed on August 31, 2012. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
| Item 9.01 . | Financial Statements and Exhibits |
| (c) | Exhibits |
| Exhibit No . | Description |
| 10.1 | Amendment Agreement |
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.
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Date: December 31, 2012
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3DICON CORPORATION
By: /s/ Mark Willner |
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Name: Mark Willner Position: Chief Executive Officer |
AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS IS AMENDMENT (the “Amendment") being executed and delivered by and between 3DICON Corporation, an Oklahoma corporation ("3DI"), and GCA Strategic Investment Fund Limited, a Bermuda corporation ("GCASIF"), and dated as of December 21, 2012 (the “Amendment Date”) in order to amend that certain Securities Purchase Agreement and Convertible Bridge Note by and between 3DI and GCASIF dated as of August 24, 2012 .
RECITALS
The parties to this Amendment wish to (i) amend certain terms of that Convertible Bridge Note dated as of August 24, 2012 (the “Note”) in the face amount of $300,000 issued pursuant to the Securities Purchase Agreement, (ii) restructure the obligations underlying the Note, including the Maturity Date, and (iii) waive any and all Events of Default arising prior to the date hereof under the Securities Purchase Agreement and Note, all as further set forth below.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the sufficiency, mutuality and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment of the Note . The Note shall be amended such that the Maturity Date shall be changed to March 21, 2013.
2. Increase in Face Amount of Note. In further consideration of this Amendment and the waivers set forth below, the face amount of the Note shall increase from $300,000 to $325,000.
3. Waiver of Events of Default, Default Interest and Liquidated Damages . On execution of this Amendment, any and all Events of Default, Default Interest and Liquidated Damages, as set forth in the Securities Purchase Agreement and Note, occurring prior to this amendment shall be deemed waived without further recourse by GCASIF.
5. Conversion Price . In consideration for the waivers and accommodations agreed to by GCASIF in this Amendment, the Conversion Price as set forth in Section 4.2 of the Note shall be amended to the lesser of (i) $0.04, or 100% of the Volume Weighted Average Price (the “VWAP”), as reported by Bloomberg, L.P., for the 5 trading days prior to the effective date of the Registration Statement.
6. Registration . In connection with this Amendment, 3DI shall increase the number of Conversion Shares included in the Company’s S-1 Registration Statement Amendment Number 4, filed on November 15, 2012, from 5,172,414 to 8,000,000 shares of Common Stock, subject to the limitations imposed by the SEC in accordance with Rule 415. Further, the Article 10, Section 4(a) of the Securities Purchase Agreement shall be amended to “The Company shall grant Purchaser registration rights under the next amendment to the Company’s S-1 Registration Statement Amendment Number 4, filed on November 15, 2012 (the “Registration Statement”) covering the Conversion Shares (the “Registrable Securities”), and, subject to the limitations imposed by the SEC in accordance with Rule 415, the Purchaser shall have the right to sell the Conversion Shares under the Registration Statement. The Company shall use its best efforts to cause the Registration Statement to be declared effective by the Commission on the earlier of (i) 90 days of the Amendment Date, (ii) five days following the receipt of a “No Review” Letter from the Commission or (iii) the first day following the day the Commission determines the Registration Statement eligible to be declared effective (the ‘Required Effectiveness date”). The Company shall pay all expenses of registration (other than underwriting fees and discounts, if any, in respect of Registrable Securities offered and sold under the registration statement by Purchaser).
7. No Other Effect on the Securities Purchase Agreement or Note. The Securities Purchase Agreement and Note remain in full force and effect, except as amended by this Amendment.
8. Effective Date . This Amendment shall be effective as of December 21, 2012 (the “Effective Date”).
9. Miscellaneous .
(a) Captions; Certain Definitions . Titles and captions of or in this Amendment are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Amendment or the intent of any of its provisions. All capitalized terms not otherwise defined herein shall have the meaning therefor, as set forth in the Securities Purchase Agreement and Convertible Bridge Note.
(b) Controlling Law . This Amendment is governed by, and shall be construed and enforced in accordance with the laws of the State of Georgia (except the laws of that jurisdiction that would render such choice of laws ineffective).
(c) Counterparts . This Amendment may be executed in one or more counterparts (one counterpart reflecting the signatures of all parties), each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Amendment or its terms to account for more than one of such counterparts. This Amendment may be executed by each party upon a separate copy, and one or more execution pages may be detached from a copy of this Amendment and attached to another copy in order to form one or more counterparts.
10. Fee. In connection with this Amendment, 3DI shall pay to Global Capital a fee of $10,000.00 immediately and $10,000.00 on January 31, 2013.
( Signature Pages Follow )
IN WITNESS WHEREOF, this Amendment has been executed and delivered by 3DI and GCASIF as of the date first set forth above.
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