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 AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): June 17, 2019
WATERSIDE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | 811-08387 | 54-1694665 | ||
(state or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
140 West 31st Street, 2nd Floor, New York, New York | 10001 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 686-1515
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):
[ ] | 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)) |
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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
None |
ITEM 1.01 Entry Into A Material Definitive Agreement
On June 17, 2019, the Company amended its Loan Agreement and Promissory Note with Roran Capital as follows: (i) the total amount to be loaned was increased to $200,000, and (ii) the maturity date was extended to September 19, 2019.
ITEM 9.01 Exhibits
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: June 21, 2019 | Waterside Capital Corporation | |
By: | /s/ Zindel Zelmanovitch | |
Zindel Zelmanovitch, CEO |
FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENT
This First Amendment to Convertible Loan Agreement (“Amendment”) is made and entered into this 18th day of June 2019 and is effective as of the 19 th day of March 2019, by and between Roran Capital LLC, a Wyoming limited liability company (“Roran”) and Waterside Capital Corporation, a Virginia corporation (“Waterside”).
RECITALS
WHEREAS , the parties entered into that certain Convertible Loan Agreement, dated as of September 19, 2017 (“Agreement”) and the related Convertible Promissory Note of even date therewith; and
WHEREAS , the parties desire to modify the Agreement as set forth herein upon all of the terms, covenants and conditions set forth in this Amendment;
NOW THEREFORE , in consideration of the promises, terms, and conditions contained herein and such other good and valuable consideration, the recent and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. | Prior Agreement . Except as otherwise provided herein, all of the terms, covenants, conditions, provisions and configurations of the Agreement shall remain and continue unmodified, in full force and effect. | |
2. | Availability . Section 4.1.1 of the Agreement shall be deleted in its entirety and in place thereof the following provision shall be inserted: | |
“Subject to and upon the terms and conditions of this Agreement, Roran agrees to establish and make available to Waterside an aggregate outstanding amount not to exceed the total principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000), the proceeds of which Waterside shall use exclusively for use in its business for working capital purposes.” | ||
3. | Advances . Section 4.1.3 of the Agreement shall be modified to replace the reference to “$150,000” with “$200,000.” | |
4. | Payment Date . Section 4.2.3 of the Agreement shall be deleted in its entirety and in place thereof the following provision shall be inserted: “All Advances and all other amounts due on the Advances shall be due and payable on September 19, 2019, unless due earlier as provided for herein upon an Event of Default.” | |
5. | Term . Section 4.4 of the Agreement shall be modified to replace the reference to “eighteen (18) months” with “twenty four (24) months.” | |
6. | Miscellaneous . |
(a) | This Amendment sets forth the entire agreements between the parties, superseding all prior agreements and understandings, written and oral, and may not be altered or modified except by a writing signed by both parties. | |
(b) | The covenants and agreements herein contained shall bind and inure to the benefit of the parties and their successors and assigns. If any of the provisions of this Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law. | |
(c) | The captions of this Amendment are for convenience and reference only and no way define, limit or describe the scope or intent of this Amendment. | |
(d) | All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such items as set forth in the Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first written above.
RORAN : | WATERSIDE : | |||
RORAN CAPITAL LLC, | WATERSIDE CAPITAL CORPORATION, | |||
a Wyoming limited liability company | a Virginia corporation | |||
BY: | /s/ Yitzhak Zelmanovitch | BY: | /s/ Zindel Zelmanovitch | |
NAME: | Yitzhak Zelmanovitch | NAME: | Zindel Zelmanovitch | |
TITLE: | Manager | TITLE: | CEO |
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
This First Amendment to Convertible Promissory Note (“Amendment”) is made and entered into this 18 th day of June 2019 and is effective the 19th day of March 2019, by and between Roran Capital LLC, a Wyoming limited liability company (“Holder”) and Waterside Capital Corporation, a Virginia corporation (“Borrower”).
RECITALS
WHEREAS , the parties entered into that certain Convertible Loan Agreement, dated as of September 19, 2017 and the related Convertible Promissory Note of even date therewith (“Note”); and
WHEREAS , the parties desire to modify the Note as set forth herein upon all of the terms, covenants and conditions set forth in this Amendment;
NOW THEREFORE , in consideration of the promises, terms, and conditions contained herein and such other good and valuable consideration, the recent and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. | Prior Agreement . Except as otherwise provided herein, all of the terms, covenants, conditions, provisions and configurations of the Note shall remain and continue unmodified, in full force and effect. | |
2. | Principal Amount . All references to the principal amount under the Note of “$150,000” shall be replaced with “$200,000,” including without limitation the heading of the Note and the opening paragraph. | |
3. | Maturity Date. The definition of Maturity Date in opening paragraph of the Note shall be modified to replace “19 March 2019” with “September 19, 2019.” | |
4. | Miscellaneous . |
(a) | This Amendment sets forth the entire agreements between the parties, superseding all prior agreements and understandings, written and oral, and may not be altered or modified except by a writing signed by both parties. | |
(b) | The covenants and agreements herein contained shall bind and inure to the benefit of the parties and their successors and assigns. If any of the provisions of this Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law. | |
(c) | The captions of this Amendment are for convenience and reference only and no way define, limit or describe the scope or intent of this Amendment. | |
(d) | All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such items as set forth in the Note. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first written above.
Holder : | Borrower : | |||
RORAN CAPITAL LLC, | WATERSIDE CAPITAL CORPORATION, | |||
a Wyoming limited liability company | a Virginia corporation | |||
BY: | /s/ Yitzhak Zelmanovitch | BY: | /s/ Zindel Zelmanovitch | |
NAME: | Yitzhak Zelmanovitch | NAME: | Zindel Zelmanovitch | |
TITLE: | Manager | TITLE: | CEO |