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 16, 2014 (December 15, 2014)

 

TWINLAB CONSOLIDATED HOLDINGS, INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada    000-55181   46-3951742
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation)       Identification No.)

  

632 Broadway, Suite 201, New York, NY   10012
(Address of principal executive offices)   (Zip Code)

  

Registrant’s telephone number, including area code (212) 651-8500

 

 

 

(Former name or former address, if changed since last report)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ 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.

 

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2014, Twinlab Consolidated Holdings, Inc. (the “Company”) and Capstone Financial Group, Inc. (“Capstone”) entered into a Common Stock Put Agreement, dated as of September 30, 2014 (the “Put Agreement”) in connection with the Series A Warrant (the “Warrant”) issued by the Company to Capstone as of September 30, 2014. On December 15, 2014, the Company and Capstone entered into an Amendment No. 1 to Common Stock Put Agreement (the “Amendment”). The Amendment extends the date on which the Company’s right to deliver the Put Notice (as defined in the Put Agreement) can first arise from December 15, 2014 to February 16, 2015.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such document, which document is an exhibit to this Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 10.22 Amendment No. 1 to Common Stock Put Agreement, dated as of December 15, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc.

 

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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. 

 

 

Date: December 16, 2014 TWINLAB CONSOLIDATED HOLDINGS, INC.
     
By: /s/ Thomas A. Tolworthy  
    Thomas A. Tolworthy
    President and Chief Executive Officer

 

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EXHIBIT INDEX

  

  Exhibit No. Description
     
Exhibit 10.22 Amendment No. 1 to Common Stock Put Agreement, dated as of December 15, 2014, by and between Twinlab Consolidated Holdings, Inc. and Capstone Financial Group, Inc.

 

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Exhibit 10.22

  

AMENDMENT NO. 1

TO COMMON STOCK PUT AGREEMENT

 

This Amendment No. 1 to Common Stock Put Agreement (“ Amendment No. 1 ”) is made and entered into as of December 15, 2014 (the “ Effective Date ”) by and between Twinlab Consolidated Holdings, Inc. (“ TCH ”), a Nevada corporation, and Capstone Financial Group, Inc., a Nevada corporation (“ Capstone ”).

 

WHEREAS , TCH and Capstone are parties to that certain Common Stock Put Agreement, dated as of September 30, 2014 (the “ Put Agreement ”);

 

WHEREAS, TCH and Capstone wish to modify the terms of the Put Agreement with respect to the initial date upon which a Put (as defined in the Put Agreement) can be exercised;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged the parties hereto agree as follows:

 

1. Section 2.1(a) of the Put Agreement is hereby deleted in entirety and replaced with the following:

 

The Put . (a) In the event that Capstone does not exercise the Series A Warrant on the Initial Exercise Date or any subsequent Periodic Exercise Date such that as of the February 16, 2015 Exercise Date (the same also being the “Initial Put Right Date”) or any applicable Exercise Date thereafter, Capstone’s cumulative purchases of Common Stock pursuant to the Series A Warrant shall not have been at a rate that is equal to or in excess of the Minimum Rate through such Exercise Date, then beginning on the Initial Put Right Date or such other applicable Exercise Date thereafter, as applicable, TCH shall have the right to notify Capstone not earlier than 30 days and not later than 40 days after the applicable Exercise Date of TCH’s exercise of its put rights hereunder (the “Put Notice”). Upon receipt of the Put Notice, Capstone shall be required to exercise the Series A Warrant to (i) purchase by a date identified in the Put Notice that is no earlier than 10 days after and no later than 30 days after the date of the Put Notice (the “Put Date”), such amount of Common Stock as would, if purchased as of the February 16, 2015 Exercise Date or any applicable Exercise Date thereafter to which the Put Notice relates, have made Capstone’s purchases of Common Stock pursuant to the Series A Warrant as of such Exercise Date equal to the Minimum Rate (the “Initial Mandatory Purchase”), and (ii) purchase by a date that is no later than each subsequent Periodic Exercise Date an amount of Common Stock such that as of each such Periodic Exercise Date, Capstone’s cumulative purchases of Common Stock pursuant to the Series A Warrant through that date shall have been at a rate that is no less than the Minimum Rate (the “Periodic Mandatory Purchases”).”

 

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2. Except as expressly modified by this Amendment No. 1, all terms and conditions of the Put Agreement shall remain in full force and effect.

 

3. This Amendment No. 1 shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

 

4. This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same instrument. A signed copy of this Amendment No. 1 delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment No. 1.

 

IN WITNESS WHEREOF , the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first written above.

 

  TWINLAB CONSOLIDATED HOLDINGS, INC.  
       
       
  By: /s/ Thomas A. Tolworthy  
  Name: Thomas A. Tolworthy  
  Title: President and Chief Executive Officer  
       
       
  CAPSTONE FINANCIAL GROUP, INC.  
       
       
  By: /s/ Darin R. Pastor  
  Name: Darin R. Pastor  
  Title: Chief Executive Officer  

  

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