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): October 28, 2021
Spine Injury Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-27407 |
98-0187705 |
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(State Or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5151 Mitchelldale
Suite A2
Houston, Texas 77092
(Address of principal executive office) (Postal Code)
(713) 521-4220
(Registrant's telephone number)
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))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, Peter L. Dalrymple, a member of the Board of Directors of Spine Injury Solution, Inc. (“we” or “us”), holds a one-year secured promissory note that we issued to him on August 31, 2020, bearing interest at 6% per year, which note is collateralized by all of our accounts receivable and a pledge of the stock of our wholly-owned subsidiary, Quad Video Halo, Inc. The note had a principal balance of $430,000 at September 30, 2021, and was past due its maturity date since August 31, 2021. On October 29, 2021, we entered into an amendment agreement to extend the maturity date to June 30, 2022.
On October 28, 2021, Mr. Dalrymple entered into a letter agreement with us under which we transferred to an entity he owns, certain accounts receivable having a total balance of $84,865.15, based on the total amount billed by healthcare providers for the medical procedures performed for the underlying patients. In consideration for the accounts receivable, Mr. Dalrymple agreed to reduce the balance of his promissory note by $33,946.06.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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No. |
Exhibit |
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10.1 |
Letter agreement with Peter Dalrymple, dated October 28, 2021 |
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10.2 |
Amendment to Secured Promissory Note with Peter Dalrymple, dated October 29, 2021 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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SPINE INJURY SOLUTIONS, INC. |
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/s/ William Donovan, M.D. |
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By: William Donovan, M.D. |
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Date: November 1, 2021 |
Chief Executive Officer |
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Exhibit 10.1
SPINE INJURY SOLUTIONS, INC.
5151 Mitchelldale, Suite A2
Houston, Texas 77092
October 28, 2021
Peter L. Dalrymple
13451 Belhaven Dr.
Houston, Texas 77069
RE: Transfer of certain accounts receivable
Dear Mr. Dalrymple:
As you are aware, on August 31, 2020, the Company issued you a $610,000 one-year secured promissory note (the “Note”), bearing interest at 6% per year, which Note is collateralized by all of the Company’s accounts receivable and a pledge of the stock of its wholly owned subsidiary, Quad Video Halo, Inc. The Note had a balance of $430,000 at September 30, 2021, and is currently past due its maturity date.
As previously discussed, the Company and you desire that the Company transfer to SPIN Collections LLC (an entity you own and control) certain accounts receivable the Company owns, which accounts receivable are set forth in Exhibit A attached hereto (the “Accounts Receivable”), in consideration of you agreeing to reduce the balance of the Note by $33,946.06. Upon your signature of this letter agreement, accepting and agreeing to the terms of the transfer, the Company hereby transfers and assigns to you all of the Company’s rights, title, and interest in, to, and under the Accounts Receivable, in exchange for the above referenced reduction in debt.
Very truly yours,
SPINE INJURY SOLUTIONS, INC.
By: /s/ William F. Donovan
William F. Donovan, President and CEO
Accepted and agreed to as of the date first written above:
/s/ Peter L. Dalrymple
PETER L. DALRYMPLE
SPIN COLLECTIONS LLC
By: /s/ Peter L. Dalrymple
Peter L. Dalrymple,
EXHIBIT A
Exhibit 10.2
AMENDMENT
TO
SECURED PROMISSORY NOTE
THIS AMENDMENT TO SECURED PROMISSORY NOTE (“Amendment”) dated as of October 29, 2021, is to become affixed to, modify and become a part of that certain Secured Promissory Note in the original principal amount of $610,000.00 issued effective August 31, 2020, which promissory note (hereinafter referred to as the “Note”) was made and executed by Spine Injury Solutions, Inc., a Delaware corporation (the “Company”), and payable to the order of Peter Dalrymple (the “Holder”), which Note is due and payable on August 31, 2021 (“Maturity Date”).
WHEREAS, the principal amount of the Note was $430,000 at September 30, 2021; and
WHEREAS, the Holder and the Company desire to amend the Note to extend the Maturity Date; and
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements and the respective representations and warranties herein contained, and on the terms and subject to the conditions herein set forth, the parties hereto, intending to be legally bound, hereby agree as follows:
1. The introductory paragraph of the Note is amended to redefine the Maturity Date as June 30, 2022.
2. All terms and conditions of the Note shall, except as amended and modified by this Amendment, will remain in full force and effect and all rights, duties, obligations and responsibilities of the Company and the Holder shall be governed and determined by the Note as the same has been amended and modified by this Amendment.
3. THIS AMENDMENT IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS.
4. This Amendment shall be of no force and effect until receipt and execution of it by the Company and the Holder. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument, by facsimile signature or by e-mail delivery of a “.pdf” format data file signature of any of the parties, each of which shall be deemed an original for all purposes.
[Signature page follows.]
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Amendment to the Note as of the date first written above.
COMPANY:
SPINE INJURY SOLUTIONS, INC.
By: /s/ William F. Donovan
William F. Donovan, President/CEO
HOLDER:
/s/ Peter Dalrymple
Peter Dalrymple
Amendment to Secured Promissory Note – Page 2