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 21, 2016
SPORTS FIELD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54883 | 46-0939465 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
4320 Winfield Road, Suite 200
Warrenville, IL 60555
(Address of principal executive offices)
(978) 914-7570
(Registrant’s telephone number, including area code)
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, on May 7, 2015, Sports Field Holdings, Inc. (the “ Company ”) issued an unsecured promissory note in the principal amount of $150,000 (the “ Principal Amount ”) to Glenn Tilley (the “ Tilley Note ”). The Tilley Note pays interest equal to 9% of the Principal Amount, payable in one lump sum.
On March 30, 2016, Glenn Tilley entered into a letter agreement whereby, effective as of February 1, 2016, Glenn Tilley waived any and all defaults that may or may not have occurred prior to the date thereof (the “ First Waiver ”). Pursuant to the First Waiver, the maturity date of the Tilley Note was extended to July 1, 2016, and the Principal Amount was increased to $163,500, accruing interest as of February 1, 2016 at a rate of 9% per annum, payable in one lump sum on the maturity date.
On October 21, 2016, Glenn Tilley entered into a letter agreement, whereby effective August 1, 2016, Glenn Tilley waived any and all defaults that may or may not have occurred prior to the date thereof (the “ Second Waiver ”). As consideration for entering into the Second Waiver, the Company issued Glenn Tilley 30,000 shares of the Company’s restricted common stock. As additional consideration for entering into the Second Waiver, the interest amount of $7,357.50 was added to the Principal Amount. As of August 1, 2016, the Principal Amount was $170,857.50. Pursuant to the Second Waiver, the maturity date of the Tilley Note was extended to January 1, 2017, accruing interest at a rate of 15% per annum, payable in one lump sum on the maturity date.
The Tilley Note is convertible into shares of the Company’s common stock at a conversion price of $1.00 per share through January 1, 2017, and after January 1, 2017, the Tilley Note is convertible into shares of the Company’s common stock at a conversion price that is the lower of (i) $1.00 per share or (ii) the volume-weighted average price for the last five trading days preceding the conversion date.
The above description of the Second Waiver does not purport to be complete and is qualified in its entirety by the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
These securities were not registered under the Securities Act of 1933, as amended (the “ Securities Act ”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, this investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No. |
Description | |
| 10.1* | Letter Agreement dated October 21, 2016 |
* filed herewith
| 2 |
SIGNATURE
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.
| SPORTS FIELD HOLDINGS, INC. | ||
| Date: October 27, 2016 | By: | /s/ Jeromy Olson |
| Name: | Jeromy Olson | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
SPORTS FIELD HOLDINGS, INC.
4320 WINFIELD ROAD, SUITE 200
WARRENVILLE, ILLINOIS 60555
October 21, 2016
Glenn Tilley
2114 Fox Trail Court
Resitertown, MD 21136
Re: Maturity Date Extension
Dear Sir/Madam:
Reference is hereby made to that certain Convertible Debenture, dated as of May 7, 2015 (the "Debenture") with a principal amount of $150,000 (the "Principal Amount") and an interest rate of 9% (the "Initial Interest Rate") of the Principal Amount, issued in favor of Glen Tilley (the "Holder") by Sports Field Holdings, Inc., a Nevada corporation (the "Company").
The Debenture was amended by that certain extension letter dated March 30, 2016 (the "Extension Letter"). Pursuant to the Extension Letter, the Maturity Date (as defined in the Debenture) is currently July 1, 2016. The Extension Letter also increased the Principal Amount to $163,500 and maintained the Initial Interest Rate.
In consideration of the Company issuing the Holder 30,000 shares of the Company's restricted common stock (the "Stock Issuance", separate and in addition to the 55,000 shares of the Company's restricted common stock already held by the holder), among other consideration, the Holder hereby agrees to extend the Maturity Date to January 1, 2017. The Holder and the Company hereby agree that, following the execution of this letter agreement and the Stock Issuance and effective as of August 1, 2016 (the "Effective Date"), the definition of "Maturity Date" in the Debenture is hereby replaced in its entirety and as of the Effective Date means "January 1, 2017". In addition, the interest amount of $7,357.50 shall be added to the Principal Amount of the Debenture as of the Effective Date. The Debenture shall pay interest as of the Effective Date at a rate of 15% per annum, in lieu of the Initial Interest Rate, payable in one lump sum on the Maturity Date. For the avoidance of doubt, as of the Effective Date, the Principal Amount of the Debenture is $170,857.50.
In addition, Section 1.A of the Debenture shall be amended and restated in its entirety to read:
"Conversion Price. On any Conversion Date from August 9, 2016 through January 1, 2017, the Debenture is convertible into shares of the Company's common stock (the "Conversion Shares" ) at a conversion price of US$1.00 per share. On any Conversion Date after January 1, 2017, the Debenture is convertible into Conversion Shares at a conversion price that is the lower of (i) US$1.00 per share and (ii) the VWAP (as defined below) for the last five trading days preceding the Conversion Date. "VWAP" means, for any date, the volume-weighted average price of the Company's common stock on the Principal Market for a particular Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg. "Trading Day" means any day during which the principal market on which the Company's common stock is traded (the "Principal Market" ) shall be open for business."
This letter agreement evidences waiver by the Holder with respect to any and all defaults or events of default by the Company pursuant to the Debenture and with respect to any failure by the Company to comply with any covenants contained in Debenture, in exchange for good and valuable consideration, the receipt of which is hereby acknowledged.
This letter agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to choice of law principles. Any dispute arising under or relating to or in connection with this letter agreement shall be subject to the exclusive jurisdiction and venue of the State and/or Federal courts located in New York. This letter agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. The parties hereby consent and agree that if this letter agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this letter agreement. In case any provision of this letter agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this letter agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Please indicate your agreement with and acceptance of the terms of this letter agreement by signing in the space provided and returning this letter agreement to our attention at the address above.
[ - signature page follows - ]
| Very truly yours, | ||
| SPORTS FIELD HOLDINGS, INC. | ||
| By: | /s/ Jeromy Olson | |
| Name: | Jeromy Olson | |
| Title: | Chief Executive Officer | |
| ACCEPTED AND AGREED: | ||
| By: | /s/ Glenn Tilley | |
| Name: | Glenn Tilley | |