Attached files
| file | filename |
|---|---|
| EX-10.1 - CarePayment Technologies, Inc. | v171992_ex10-1.htm |
| EX-10.2 - CarePayment Technologies, Inc. | v171992_ex10-2.htm |
| EX-10.3 - CarePayment Technologies, Inc. | v171992_ex10-3.htm |
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): January 15,
2010
MICROHELIX,
INC.
(Exact
name of registrant as specified in its charter)
|
Oregon
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001-16781
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91-1758621
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|
(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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5300
Meadows Rd., Suite 400, Lake Oswego, Oregon
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97035
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 503-419-3564
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
January 15, 2010, microHelix, Inc. ("microHelix" or the "Company") entered into
agreements pursuant to which it may borrow up to a maximum of $500,000 from
Aequitas Commercial Finance, LLC ("ACF"). Upon execution of the
agreements, microHelix borrowed $30,000. The promissory note
is described in Item 2.03 below. The other agreements are as
follows:
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|
1.
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Commercial
Security Agreement ("Security Agreement") dated January 15, 2010 among
microHelix, Inc., WS Technologies LLC and Aequitas Commercial Finance,
LLC.
|
Under the
Security Agreement, each of microHelix and its subsidiary WS Technologies LLC
("WS Technologies") grants a security interest in substantially all of its
assets to ACF as security for all indebtedness owed to ACF. The
Security Agreement also secures all debts and liabilities of microHelix and WS
Technologies to ACF or its affiliates other than under the Note (as defined
below), including any claims by ACF and its affiliates against microHelix and WS
Technologies. A payment default, a default under any other agreement
between microHelix and ACF or a default by microHelix under any third party
agreement that may materially affect the ability of microHelix or WS
Technologies to repay the Note, among other things, constitutes a default under
the Security Agreement. Upon default, ACF has all rights and remedies
available to creditors under the Oregon Uniform Commercial Code, as well as the
specific remedies described in the Security Agreement.
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2.
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Subordination
Agreement ("Subordination Agreement") dated January 15, 2010 among
microHelix, Inc., Aequitas Commercial Finance, LLC, Aequitas Capital
Management, Inc. and MH Financial Associates,
LLC.
|
Under the
Subordination Agreement, Aequitas Capital Management, Inc. ("ACM") and MH
Financial Associates, LLC ("MH Financial") each agree to subordinate the
indebtedness owed by microHelix to ACM and MH Financial to the indebtedness owed
by microHelix to ACF.
ACF is an
affiliate of Aequitas Catalyst Fund, LLC, MH Financial and ACM, three of the
Company's largest shareholders. The Company's President and Chief
Executive Officer and Chairman of the Board of Directors, Thomas Sidley, is an
affiliate of ACM. The Company's Chief Financial Officer, Patricia
Brown, Secretary, Brian Oliver, and other member of the Board of Directors,
Donald Megrath, are all affiliates of ACM.
The Security Agreement and the
Subordination Agreement are exhibits to this Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On
January 15, 2010, microHelix executed a Promissory Note (the "Note") under which
it may borrow up to $500,000 from ACF. Upon execution of the Note,
microHelix borrowed $30,000. Interest on the principal amount
outstanding under the Note accrues at an annual rate of
8%. microHelix will use the proceeds from the Note for working
capital, including the business conducted by its subsidiary WS
Technologies. All amounts outstanding under the Note are due on the
earliest of: (a) March 31, 2010, (b) a sale of all or
substantially all of the assets of microHelix or WS Technologies, or (c) the
transfer of ownership or beneficial interest, by merger or otherwise, of 50% or
more of the stock of microHelix or 25% or more of the membership interests of WS
Technologies. The Note is secured by a lien against substantially all
of the assets of microHelix and WS Technologies pursuant to the terms of the
Commercial Security Agreement described in Item 1.01 above. In the
event of default by microHelix, ACF may accelerate the entire amount owed under
the Note.
The Note
is an exhibit to this Form 8-K.
2
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits. The
following documents are filed as an exhibit to this Form
8-K:
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10.1
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Promissory
Note dated January 15, 2010 between microHelix, Inc. and Aequitas
Commercial Finance, LLC
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10.2
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Commercial
Security Agreement dated January 15, 2010 among microHelix, Inc., WS
Technologies LLC and Aequitas Commercial Finance,
LLC
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10.3
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Subordination
Agreement dated January 15, 2010 among microHelix, Inc., Aequitas
Commercial Finance, LLC, Aequitas Capital Management, Inc. and MH
Financial Associates, LLC
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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 hereunto duly
authorized.
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microHelix,
Inc.
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(Registrant)
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Date: January
22, 2010
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/s/ Thomas A. Sidley
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Thomas
A. Sidley
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President
and Chief Executive Officer
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