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): January 26, 2013
3DIcon Corporation
(Exact name of registrant as specified in charter)
|
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 |
On January 26, 2013, 3DIcon Corporation (the “Company”) entered into two amendment agreements (the “Amendment Agreements”) with two accredited investors, the holders of certain Convertible Bridge Notes (the “Bridge Notes”) in principal amounts of $78,000 and $60,000, which Bridge Notes were issued by the Company on August 28, 2012 and September 10, 2012, respectively. Victor Keen, a director on the Company’s Board of Directors, is a holder of the $60,000 Bridge Note.
On or about November 26, 2012 and December 10, 2012, the Bridge Note reached their maturity dates, on which dates all past due amounts of the Bridge Notes began accruing interest at 15% per annum. Furthermore, because the shares of the Company’s common stock into which the Bridge Notes are convertible were not registered under an effective registration statement (the “Registration Statement”), the holders were entitled to liquidated damages equal to 2% of the outstanding principal for each 30 day period the Registration Statement is not declared effective after the maturity of the Bridge Notes (the “Liquidated Damages”).
Pursuant to the Amendments, the holders agreed to extend the maturity of the Bridge Note to April 30, 2013 and waive any and all defaults, default interest and Liquidated Damages then due to each of the holders.
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 | Form of 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: January 31, 2013
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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 George Widener, (the "Purchaser"), and dated as of January __, 2013 (the “Amendment Date”) in order to amend that certain Securities Purchase Agreement and Convertible Bridge Note by and between 3DI and Purchaser dated as of __________, 2012 .
RECITALS
The parties to this Amendment wish to (i) amend certain terms of that Convertible Bridge Note dated as of __________, 2012 (the “Note”) in the face amount of $__,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 April 30, 2013.
2. 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 Purchaser.
3. 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.
4. Effective Date . This Amendment shall be effective as of ___________, 2012 (the “Effective Date”).
5. 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.
( Signature Pages Follow )
IN WITNESS WHEREOF, this Amendment has been executed and delivered by 3DI and Purchaser as of the date first set forth above.
| 3DI: | 3DIcon Corporation | |||
| By: | ||||
| Name: Mark Willner | ||||
| Title: CEO | ||||
| PURCHASER: | ||||