UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A
(Amendment No. 3)
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 31, 2014
| InterCloud Systems, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-32037 | 0963722 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
1030 Broad Street Suite 102 Shrewsbury, NJ |
07702 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (732) 898-6308
| (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 240.13a-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 7, 2014, as amended by Amendment No. 1 thereto filed with the SEC on March 18, 2014 and by Amendment No. 2 thereto filed with the SEC on June 5, 2014, InterCloud Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), issued a Convertible Promissory Note, dated January 1, 2014 (the “Note”), in favor of Frank Jadevaia (“Jadevaia”) in the original principal amount of $6,254,873.36. On December 31, 2014, the Company and Jadevaia entered into Amendment No. 1 to Promissory Note (“Amendment No. 1”), pursuant to which the Company and Jadevaia agreed to extend the maturity date of the Note from December 31, 2014 to May 30, 2016 and, in consideration therefor, we issued to Jadevaia 100,000 restricted shares of the Company’s common stock.
The foregoing description of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 1, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
The information provided under Item 1.01 in this Current Report on Form 8-K/A is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Promissory Note, dated December 31, 2014, between InterCloud Systems, Inc. and Frank Jadevaia |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERCLOUD SYSTEMS, INC. | ||
| Date: January 7, 2015 | By: | /s/ Daniel J. Sullivan |
|
Daniel J. Sullivan
Chief Accounting Officer |
||
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Promissory Note, dated December 31, 2014, between InterCloud Systems, Inc. and Frank Jadevaia |
4
Exhibit 10.1
AMENDMENT NO. 1
TO
PROMISSORY NOTE
THIS AMENDMENT (this “ Amendment ”) is entered into as of December 31, 2014, by and among INTERCLOUD SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“InterCloud”) and FRANK JADEVAIA (“Holder”).
BACKGROUND
WHEREAS, InterCloud and Holder are parties to a certain 8% CONVERTIBLE PROMISSORY NOTE DUE December 31, 2014 with a face amount of $6,254,873.36 (the “Promissory Note”), plus accrued interest thereon, as originally executed by and between the parties on January 1, 2014.
WHEREAS, InterCloud and Holder have agreed to amend the Promissory Note and are willing to do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions . All capitalized terms not otherwise defined herein shall have the meanings given to them in the Promissory Note.
2. Amendment to Promissory Note . The Promissory Note is hereby amended as follows: “Maturity Date” is hereby amended by substituting December 31, 2014 with May 30, 2016 .
3. As additional consideration, Holder shall be issued 100,000 shares of Common Stock with Rule 144 legend thereon.
4. This Amendment constitutes the legal, valid and binding obligation of the parties and is enforceable in accordance with its terms.
5. Upon the effectiveness of this Amendment, each party hereby reaffirms all covenants, representations and warranties made in the Promissory Note to the extent the same are not amended.
6. No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.
7. No party has any defense, claim, counterclaim or right of offset against the with respect to the Promissory Note.
8. Except as specifically amended herein, the Promissory Note and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
9. Counterparts; Facsimile . This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by pdf or facsimile transmission shall be deemed to be an original signature hereto.
[Remainder of Page Intentionally Left Blank]
| 2 |
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.
| INTERCLOUD SYSTEMS, INC. | ||
| By: | /s/ Daniel J. Sullivan | |
| Name: | Daniel J. Sullivan | |
| Title: | Chief Accounting Officer | |
| FRANK JADEVAIA | ||
| By: | /s/ Frank Jadevaia | |
[Signature Page to Amendment No. 1]