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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 8, 2016
Unified Signal, Inc.
(Exact name of registrant as specified in charter)
Nevada 000-31757 90-0781437
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5400 Carillon Point, Building 5000, 4th Floor
Kirkland Washington 98033
(Address of principal executive offices)
(800) 884-4131
(Registrant's telephone number, including area code)
(Former name, 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 (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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 8, 2016 (the "Closing Date"), Unified Signal, Inc., a Nevada
corporation (the "Company"), and TellBill Holdings, LLC, a Washington limited
liability company and wholly-owned subsidiary of the Company ("Holdings"),
jointly and severally issued a $550,000 Convertible Promissory Note (the "Note")
to Gettysburg Holdings, LLC, a Delaware limited liability company
("Gettysburg"), in consideration of Gettysburg providing the Company gross
proceeds of $550,000 on the Closing Date. The Note will mature on July 8, 2016,
at which time all outstanding principal with accrued and unpaid interest will be
due and payable. The outstanding principal under the Note accrues interests at
10% per annum. If an Event of Default (as defined in the Note) occurs pursuant
to the terms of Note, the interest rate immediately increases to 18%. The
Company may prepay the Note at any time.
Beginning immediately upon the date of issuance, Gettysburg or its assigns
may convert the all or any portion of the outstanding principal and interest
under the Note into shares of the Company's common stock at a conversion price
of $0.25 per share. The conversion price will be adjusted for certain events,
such as stock dividends and stock splits. Additionally, in the event the Company
issues shares of common stock below the $0.25 conversion price while any amounts
remain due and payable under the Note, the conversion price shall automatically
be reduced to such amount without further action required by Gettysburg.
The Note is secured by all of the assets of the Company and Holdings up to
the amounts due and payable to Gettysburg under the Note. Additionally, the
Company's Chairman of the Board of Directors and Chief Executive Officer agreed
to personally guaranty the amounts due under the Note unless and until the
Company and Holdings complied with certain covenants further described in the
Note.
The foregoing summary of certain terms of the Note and the related Security
Agreements with the Company and Holdings does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Note and each
of the Security Agreement with the Company and Holdings, copies of which are
attached hereto as Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2, respectively, and
are hereby incorporated into this Current Report on Form 8-K ("Form 8-K") by
reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Reference is made to the disclosure under Item 1.01 of this Form 8-K, which
is incorporated in this Item 2.03 by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Reference is made to the disclosure under Item 1.01 of this Form 8-K, which
is incorporated in this Item 3.02 by reference.
The issuance and sale of the Note are exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Section 4(2) thereof. All shares of common stock to be issued to
Gettysburg under the Note, in any, will be "restricted securities" as defined by
Rule 144 of the Securities. Gettysburg is "accredited" as defined under the
Securities Act. This Form 8-K is not and will not be deemed to be an offer to
sell or the solicitation of an offer to buy equity of either the Company or
Holdings.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
4.1 Convertible Promissory Note issued on January 8, 2016 by Unified
Signal, Inc. and TelBill Holdings, LLC to Gettysburg Holdings, LLC.
10.1 Security Agreement dated January 8, 2016 between Unified Signal, Inc.
and Gettysburg Holdings, LLC.
10.2 Security Agreement dated January 8, 2016 between TelBill Holdings, LLC
and Gettysburg Holdings, LLC.
2
SIGNATURES
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.
Unified Signal, Inc.
Date: January 14, 2016 By: /s/ Paris W. Holt
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Paris W. Holt
Chief Executive Officer