Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 31, 2017 (March 30,
2017)
iMedicor,
Inc.
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(Exact Name of
Registrant as Specified in Its Charter)
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Nevada
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(State or Other
Jurisdiction of Incorporation)
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000-52765
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95-4696799
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(Commission File
Number)
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(IRS Employer
Identification No.)
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13506 Summerport
Village Parkway #160, Windermere, FL
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34786
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(Address of
Principal Executive Offices)
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(Zip
Code)
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407-505-8934
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(Registrant’s
Telephone Number, Including Area Code)
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N/A
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(Former Name or
Former Address, if Changed Since Last Report)
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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
March 30, 2017 iMedicor, Inc., a Nevada corporation formerly known
as Vemics, Inc. (the "Company"), and the holders of approximately
$6,200,000 aggregate principal amount of indebtedness of the
Company convertible into shares of Common Stock of the Company (the
"Convertible Debt"), the holders of not less than two thirds of the
outstanding shares of the Series A Preferred Stock of the Company
(the “Series A Preferred Stock”) and the holders of not
less than two thirds of the outstanding shares of the Series B
Preferred Stock of the Company (the "Series B Preferred Stock" and,
together with the Series A Preferred Stock, the "Preferred Stock")
entered into a Recapitalization Agreement dated as of November 1,
2016 (the "Recapitalization Agreement") for the purpose of
recapitalizing the Company (the "Recapitalization").
A.
Recapitalization of the Company.
Pursuant
to, and upon the terms and provisions of, the Recapitalization
Agreement, the Company shall be recapitalized on such date as the
Company in its sole discretion shall designate in a written notice
to all the parties to the Recapitalization Agreement (the
“Recapitalization Date”) as follows:
1.
Amendment of Articles
of Incorporation. The Articles
of Incorporation shall be amended to increase the number of shares
of Common Stock that the Company is authorized to issue from two
billion (2,000,000,000) to twenty billion (20,000,000,000) and, in
connection therewith, the Company shall prepare, execute, and file
with the Secretary of State of the State of Nevada an Amendment of
the Articles of Incorporation for such purpose.
2.
Amendment of Series A
Certificate of Designation. Clause (b) of section 4 of the Series A
Certificate of Designation shall be amended to read as
follows:
"(b)
at the option of the Company at any time".
and,
in connection therewith, the Company shall prepare, execute and
file with the Secretary of State of the State of Nevada an
Amendment to Certificate of Designation amending the Series A
Preferred Stock Certificate of Designation, as amended, for such
purpose
3.
Amendment of Series B
Certificate of Designation. Clause (b) of section 4 of the Series B Preferred
Stock Certificate of Designation shall be amended to read as
follows:
"(b) at the option of the Company at any
time”.
and,
in connection therewith, the Company shall prepare, execute and
file with the Secretary of State of the State of Nevada an
Amendment to Certificate of Designation amending the Series B
Preferred Stock Certificate of Designation, as amended, for such
purpose.
4.
Conversion of the
Convertible Debt. Assuming the
Recapitalization occurs on April 30, 2017, the holders of the
Convertible Debt (the “Convertible Debt Holders”) shall
convert all of the Convertible Debt (consisting of approximately
$6,300,000 aggregate principal amount of indebtedness) held by the
Convertible Debt Holders at a price per share of $0.001 into
approximately 6,300,000,000 shares of Common Stock, in the manner
set forth in the instruments relating to the Convertible
Debt.
If
for any reason the Recapitalization occurs either before April 30,
2017, based on the amount of interest due and not paid, the number
of shares of Common Stock into which the Convertible Debt shall
convert will decrease and, if for any reason the Recapitalization
occurs after April 30, 2017, based on the amount of interest due
and not paid, the number of shares of Common Stock into which the
Convertible Debt shall convert will increase.
5.
Conversion of the
Series B Preferred Stock. Immediately following the conversion of the
Convertible Debt into shares of Common Stock, the Company shall
convert the Series B Preferred Stock into shares of Common Stock in
the manner set forth in section 4(b) of the Series B Preferred
Stock Certificate of Designation, as amended.
6.
Conversion of the
Series A Preferred Stock. Immediately following the conversion of the Series
B Preferred Stock into shares of Common Stock, the Company shall
convert the Series A Preferred Stock into shares of Common Stock in
the manner set forth in section 4(b) of the Series A Preferred
Stock Certificate of Designation, as amended.
7.
Reverse Split of
Shares of Common Stock. Immediately following the conversion of the
Convertible Debt, the Series B Preferred Stock and the Series A
Preferred Stock into shares of Common Stock, the Company shall
combine its outstanding shares of Common Stock by a ratio to be
determined by the Company's Board of Directors, in its sole
discretion, so that immediately following such reverse split the
number of shares of Common Stock outstanding, shall be 10,000,000
shares (the “Reverse Split”); provided, however, no
fractional share of Common Stock shall remain outstanding and in
lieu of any fractional share of Common Stock that otherwise would
be outstanding, the holder thereof shall be entitled to receive and
the Company shall pay to such holder of such fraction an amount
equal to such fraction times the amount that the Board of Directors
shall determine in good faith to be the fair value of a share of
Common Stock on the Recapitalization Date.
8.
Amendment and
Restatement of Articles of Incorporation. The Articles of Incorporation shall be amended and
restated in their entirety to read as set forth in Exhibit 2.8 to
the Recapitalization Agreement.
9.
Amendment of
By-Laws. The By-Laws of the
Company shall be amended and restated in their entirety to read as
set forth in Exhibit 2.9 to the Recapitalization
Agreement.
10.
Capitalization
Following Recapitalization. Assuming that none of the presently outstanding
securities of the Company (other than the Convertible Debt, the
Series B Preferred Stock and the Series A Preferred Stock) are
converted into or are exercised or exchanged for shares of Common
Stock, it is the intention of the parties to the Recapitalization
Agreement that, immediately following the Recapitalization, the
Company shall be authorized to issue six hundred ten million
(610,000,000) shares, consisting of six hundred million
(600,000,000) shares of Common Stock, of which approximately
10,000,000 shares shall be outstanding, and ten million
(10,000,000) shares of Preferred Stock, none of which shall be
outstanding.
11.
Certain
Adjustments. Notwithstanding
anything to the contrary in the Recapitalization Agreement, the
amount of the Convertible Debt and the numbers of shares of stock
of the Company that are outstanding immediately preceding and shall
be outstanding as a result of the Recapitalization shall be
adjusted consistent with the assumptions and calculations contained
in the Recapitalization Agreement to be consistent with the facts
on the Recapitalization Date.
The
information provided in this Item 1.01 with respect to the
Recapitalization is qualified in its entirety by reference to the
terms of the Recapitalization Agreement attached hereto as Exhibit
I, and incorporated herein by reference.
B.
Conditions of the Recapitalization.
The
Recapitalization of the Company is subject to and conditioned upon
the Requisite Consent of Security Holders (as defined in the
Recapitalization Agreement).
The
information provided in this Item 1.01 with respect to the
Conditions of the Recapitalization is qualified in its entirety by
reference to the terms of the Recapitalization Agreement attached
hereto as Exhibit I, and incorporated herein by
reference.
C.
The Bridge
Financing.
The
Company has been raising, and continues to raise, funds on a best
efforts basis up to a maximum amount of $10,000,000 for working
capital by issuing convertible promissory notes (the “Bridge
Notes”) with warrants (the “Bridge Warrants”).
The Bridge Notes bear interest at the rate of 18% per annum and
were payable at the earlier of December 31, 2016 (the
“Maturity Date”) or conversion. The Bridge Notes
(principal and accrued and unpaid interest) are convertible into
shares of Common Stock at a price (following the Reverse Split)
equal to $0.45 per share of Common Stock. Investors purchasing the
Bridge Notes receive one Bridge Warrant for every $1.00 in
principal amount of the Bridge Notes purchased in the Bridge
Offering. Each Bridge Warrant is exercisable until December 31,
2019 to purchase one share of Common Stock at an exercise price
(following the Reverse Split) of $1.35 per share, subject to
adjustment in certain circumstances.
The Bridge Notes are
convertible into shares of Common Stock at any time at the
option of the Bridge Note holder. The Bridge Notes (principal and
accrued and unpaid interest) are convertible at a price (following
the Reverse Split) equal to $0.45 per share of Common Stock,
subject to adjustment as provided below. If the Company’s
fully diluted shares of Common Stock outstanding on the date of
conversion is greater or less than 10 million, the Conversion Price
shall be adjusted proportionately to equate to a Conversion Price
based upon a $4.5 million pre-money valuation of the Company on a
fully diluted basis on the date of conversion (i.e., a 10% discount
to a $5.0 million pre-money valuation on a fully diluted basis on
the date of conversion). The Conversion Price (following the
Reverse Split) shall be $0.45 per share of Common Stock assuming
the Company has 10 million shares of Common Stock issued and
outstanding on a fully diluted basis on the date of
conversion.
As of
the date of this report on Form 8-K, the Company has entered into
separate Conversion Agreements (a “Conversion
Agreement”) with the holders of Bridge Notes holding Bridge
Notes in the aggregate principal amount of $4,684,654 pursuant to
which on the Recapitalization Date immediately following the
Recapitalization the Bridge Notes held by such holders will be
converted into shares of Common Stock at a conversion price of
$0.45 per share of Common Stock.
The
Bridge Notes by their terms are also exchangeable for convertible
notes (“PIPE Notes”) if offered by the Company in a
PIPE Financing, or exchangeable for PIPE Notes as provided herein.
In addition, if (i) the Company is current (as of the date of this
Form 8-K the Company is not current) in filing its reports (other
than reports required to be filed on Form 8-K) under Section 13(a)
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and (ii) the gross combined proceeds
of the Bridge Financing and the PIPE Financing are at least the
Minimum PIPE, as defined below, then the Bridge Notes will
automatically be exchanged for PIPE Notes in a principal amount
equal to (A) the sum of (1) the total outstanding principal balance
of the Bridge Notes plus (2) all accrued and unpaid interest
thereon, multiplied by (B) 111% (the “Exchange Ratio”).
For this purpose a PIPE Financing means a private offering of
securities consisting of convertible notes and warrants in a
minimum amount equal to the greater of (i) $4.0 million or (ii)
$1.0 million more than the aggregate principal amount of Bridge
Notes sold in the Bridge Financing (including the principal of and
accrued interest on the Bridge Notes exchanged for PIPE Notes) (the
“Minimum PIPE”) and a maximum amount of $2.0 million
more than the Minimum PIPE (the “Maximum PIPE”)
undertaken prior to the Maturity Date of the Bridge
Notes.
However, the
Company has neither undertaken nor consummated a PIPE Financing
and, as of the date of this Report on Form 8-K, has no plans to
undertake a PIPE Financing. The Company had entered into a Letter
Agreement with GVC Capital LLC (“GVC”) dated November
12, 2015 (the “GVC Letter Agreement”) pursuant to which
GVC would have been willing to act as the placement agent of the
Company’s securities in a PIPE Financing. However, as of
October 31, 2016, the Company and GVC mutually agreed to terminate
the GVC Letter Agreement.
Investors
purchasing Bridge Notes also receive one Bridge Warrant for every
$1.00 in principal amount of Bridge Notes purchased in the Bridge
Offering. Each Bridge Warrant is exercisable until December 31,
2019 to purchase one share of Common Stock at an exercise price
(following the Reverse Split) equal to $1.35 per share (the
“Bridge Warrant Exercise Price”), assuming the Company
has 10 million shares of common stock issued and outstanding on a
fully diluted basis. If the Company’s fully diluted shares of
Common Stock outstanding on the date of issuance of the Bridge
Warrants is greater or less than 10 million, the Bridge Warrant
Exercise Price shall be adjusted proportionately to equate to a
Bridge Warrant Exercise Price based upon a $4.5 million pre-money
valuation of the Company on a fully diluted basis (i.e., a 10%
discount to a $5.0 million pre-money valuation on a fully diluted
basis). The Bridge Warrants are callable by the Company if (i)
there exists a public trading market for the shares of Common
Stock, (ii) there is an effective registration statement
registering for resale under the Securities Act of 1933, as amended
(the “Securities Act”), the shares of Common Stock
issuable upon exercise of the Bridge Warrants ( the “Bridge
Warrant Shares”) and (iii) the closing price of the Common
Stock on an exchange registered with the SEC has equaled at least
150% of the then current Bridge Warrant Exercise Price for 20 of
the preceding 30 trading days and the volume for such 30 trading
days has averaged 50,000 shares per day (for example, if the Bridge
Warrant Exercise Price (following the Reverse Split) is $1.35 the
Bridge Warrants are callable if the Common Stock closes above $2.02
per share for 20 of the preceding 30 trading days with the average
volume in excess of 50,000 shares per day for such 30 trading
days.
A
term sheet (titled “Fifth Amended and Restated Term
Sheet”) dated November 28, 2016 setting forth the terms of
the Bridge Financing is attached hereto as Exhibit II (the
“Bridge Financing Term Sheet”). The information
provided in this Item 1.01 with respect to the Bridge Financing is
qualified in its entirety by reference to the terms of the Bridge
Financing Term Sheet and incorporated herein by
reference.
As
of the date of this Form 8-K, the Company has issued and sold to
investors Bridge Notes in the aggregate principal amount of
$4,684,654 and Bridge Warrants exercisable to purchase 4,684,654
shares of Common Stock. The form of the Bridge Note issued by the
Company to the holders of Bridge Notes is attached hereto as
Exhibit III. The Company has reported such sales on Form D and
amendments thereto filed with the SEC.
As of the date of this Form 8-K, the Company has
entered into separate Conversion Agreements with the holders of
Bridge Notes in an aggregate principal amount of
$4,391,000. A form of the
Conversion Agreement is attached hereto as Exhibit
IV.
Neither
the Bridge Notes or Bridge Warrants nor any of the securities of
the Company issuable upon the conversion of the Bridge Notes or the
exercise of the Bridge Warrants has been or will be registered
under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration thereunder
or an applicable exemption from registration
requirements.
D.
2016 Long-Term Incentive Compensation Plan
On
August 17, 2016, the Board of Directors approved and adopted,
subject to the approval of the stockholders of the Company, the
2016 Long-Term Incentive Compensation Plan of the Company which
provides for the granting to directors, officers, employees and
consultants of and service providers to, the Company and its
affiliates of awards under the plan including options, SARs
(including limited SARs), restricted stock, deferred stock, stock
granted as a bonus or in lieu of other awards, dividend equivalents
and other stock based awards to enable such persons to acquire or
increase a proprietary interest in the Company, thereby promoting a
closer identity of interests between such persons and the
Company’s stockholders, all upon the terms and provisions set
forth in the plan, a copy of which is attached hereto as Exhibit
V.
Subject
to adjustment in the event of an extraordinary or unusual event
effecting the Common Stock of the Company such as a
recapitalization, forward or reverse split or a stock dividend,
following the Reverse Split referred to in the Recapitalization
Agreement, the aggregate number of shares of Common Stock for which
Awards may be granted under the Plan shall not exceed 2,500,000
shares.
Stockholders
of the Company holding not less than a majority of the voting power
of the Company approved the 2016 Long-Term Incentive Compensation
Plan by signing a written consent dated as of November 1,
2016.
The
information provided in this Item 1.01 with respect to the 2016
Long-Term Incentive Compensation Plan is qualified in its entirety
by reference to the terms of the 2016 Long-Term Incentive
Compensation Plan attached hereto as Exhibit V and incorporated
herein by reference.
E.
2016 Incentive Bonus Compensation Plan
On
August 17, 2016 the Board of Directors approved and adopted,
subject to the approval of the stockholders of the Company, the
2016 Incentive Bonus Compensation Plan of the Company which
provides for the granting to key senior executives of the Company
of bonus awards based on the extent to which specified performance
goals for specified periods shall have been achieved or exceeded,
all upon the terms and provisions set forth in the plan, a copy of
which is attached hereto as Exhibit VI.
Stockholders
of the Company holding not less than a majority of the voting power
of the Company approved the 2016 Incentive Bonus Compensation Plan
by signing a written consent dated as of November 1,
2016.
The
information provided in this Item 1.01 with respect to the 2016
Incentive Bonus Compensation Plan is qualified in its entirety by
reference to the terms of the 2016 Incentive Bonus Compensation
Plan attached hereto as Exhibit VI and incorporated herein by
reference.
Item 3.02
Unregistered Sales of Equity Securities
Reference is made
to Item 1.01 and the information provided therein with respect to
the Recapitalization and Bridge Financing and all such information
is incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
At a
special meeting held on August 17, 2016, the Board of Directors of
the Company elected Robert McDermott as President and Donald
Douglas as Secretary of the Company and designated Mr. McDermott as
Chief Executive Officer, Donald Sproat as Chief Financial Officer
and Mr. Douglas as Chief Operating Officer of the Company. At the
same meeting, the Board appointed Mr. JD Smith and Mr. Jeffrey
Stellinga as members of the Audit Committee, the Compensation
Committee and the Nominating and Governance Committee, designating
Mr. Smith as Chairman of the Compensation Committee and the
Nominating and Governance Committee and Mr. Stellinga as Chairman
of the Audit Committee.
Item
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
As part
of the Recapitalization, the Company will amend its Articles of
Incorporation and Bylaws. Reference is made to Item 1.01 and the
information provided therein as well as Exhibits 3.8 (Articles of
Incorporation) and 3.9 (Bylaws) to the Recapitalization Agreement
with respect to the Recapitalization and all such information is
incorporated herein by reference.
Immediately
following the Recapitalization, the Company intends to further
amend and restate its Articles of Incorporation to change the name
of the Company from iMedicor, Inc. to iCoreConnect Inc. A form of
the Amended and Restated Articles of Incorporation is attached
hereto as Exhibit VII.
Item
5.07
Submission of Matters to a Vote of Security Holders
The
holders of approximately $6,000,000 aggregate principal amount of
convertible debt of the Company and each stockholder of the Company
who is a party to the Recapitalization Agreement, being the holders
of not less than a majority of the voting power of the Company and
the holders of not less than two thirds of the outstanding shares
of the Series A Preferred Stock and not less than two thirds of the
outstanding shares of the Series B Preferred Stock of the Company,
in the Recapitalization Agreement consented to and approved the
Recapitalization and the Company taking each and every action set
forth in Section 2 of the Recapitalization Agreement and each and
every other action as shall be necessary or desirable for the
Company to carry out the Recapitalization and to take each and
every other action as set forth in Section 2 of the
Recapitalization Agreement or contemplated by the Recapitalization
Agreement. Reference is made to Section 5 of the Recapitalization
Agreement.
Stockholders
holding not less than a majority of the voting power of the Company
signed a written consent dated as of November 1, 2016 approving the
2016 Long-Term Incentive Compensation Plan of the Company and the
2016 Incentive Bonus Compensation Plan of the Company.
Stockholders
holding not less than a majority of the voting power of the Company
signed a written consent dated as of January 3, 2017 approving,
immediately following the Recapitalization, the amendment and
restatement of the Company’s Articles of Incorporation to
change the name of the Company from iMedicor, Inc. to iCoreConnect
Inc.
Item
9.01
Financial Statements and Exhibits
(a) Exhibits. The
following exhibits are filed with this report:
Exhibit
No.
Description of Exhibit
I
Recapitalization
Agreement dated as of November 1, 2016 among the Company and those
persons’ signatories thereto who are the holders of
convertible debt of the Company and/or the owners of record of
shares of the capital stock of the Company.
II
Current Bridge
Financing Term Sheet (the Fourth Amended and Restated Term
Sheet)
III
Form of Bridge Note
issued to the holders of the Bridge Notes
IV
Form of Conversion
Agreement between the Company and holders of Bridge
Notes
V
2016 Long-Term
Incentive Compensation Plan
VI
2016 Incentive
Bonus Compensation Plan
VII
Form of Amended and
Restated Articles of Incorporation
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.
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iMEDICOR,
INC.
(Registrant)
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Dated: March 31, 2017 |
By:
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/s/
Robert
McDermott
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Robert
McDermott
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Chief Executive
Officer
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