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): September 20, 2017
HISPANICA INTERNATIONAL DELIGHTS OF AMERICA, INC.
(Exact name of Registrant as specified in its Charter)
|
|
|
|
|
Delaware
|
333-190788
|
46-2552550
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission File
No.)
|
(IRS
Employer
Identification
No.)
|
|
575 Lexington Avenue, 4th Floor, New York,
NY 10022
|
|
|
(Address of
principal executive offices)
|
|
|
|
|
|
(866) 928-5070
|
|
|
(Registrant’s
Telephone Number)
|
|
|
|
|
|
Not
Applicable
|
|
|
(Former name or
address, 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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
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 ☐
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 ☐
Item 1.01
Entry into a Material Definitive Agreement.
Cancellation
of Outstanding Convertible Promissory Notes.
On
September 20, 2017 (the “Settlement Date”),
Hispanica
International Delights of America, Inc. (the “Company”) entered into
Settlement Agreements, pursuant to which the Company intends to
retire certain convertible promissory notes in the aggregate
principal amount, including accrued interest due thereunder, of
$841,390 (the “Old
Notes”), which amount includes $461,156.16 due as of
the Settlement Date to an existing shareholder (the
“Shareholder”)
(the “Shareholder
Note”) beneficially owning 1.1 million shares of the
Company’s common stock, $0.001 par value (“Common Stock”), on the Settlement
Date (the “Shares”), and $172,888.36 being owed to an
additional holder of Old Notes. The Old Notes are proposed
to be paid using proceeds from the issuance of the Shircoo Note and
the Revolver, as such terms are defined in Item 2.03 below. In
connection with the payment of the Shareholder Note, the Company
has agreed to pay the Shareholder $525,000 on the Closing Date, as
such term is defined below, in consideration for the
Shareholder’s agreement to cancel the Shares. As a result of
the execution of the Cancellation Agreements, the Old Notes will
terminate, and the Shares shall be returned to the Company and
cancelled on the books and records thereof.
Proposed Acquisition of Giant Beverage, Inc.
On September 23, 2017, the
Company entered into a Common Stock Purchase Agreement
(“Agreement”)
with Frank Iemmiti and Anthony Iemmiti (“Sellers”), and an Addendum
thereto. Under the terms of the Agreement, the Company intends,
subject to the satisfaction of certain customary and other closing
conditions, to purchase 100% of the common stock of Giant Beverage,
Inc. (“GBI”)
owed by Sellers for and in consideration for the payment to Sellers
of $600,000 to be paid under the following terms: (i) $309,000 in
cash, of which $185,000 will payoff banks loans and $124,000 will
be used for working capital; (ii) the issuance to Sellers of
1,455,000 shares of the Company’s common stock priced at
$0.20 a share for total consideration of $291,000; provided, however, the number of shares
issuable to Sellers shall increase in the event the Company’s
shares are trading below $0.20 one year from the date of issuance,
in which case the Sellers shall be issued an additional 485,000
shares (together, the “Purchase Price”). The Purchase
Price is subject to certain adjustments based on GBI’s
working capital at closing, among other factors.
The
Addendum provides that the Agreement shall be held in escrow
pending the satisfaction of certain additional conditions,
including the completion of an audit of the financial statements of
GBI.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The $650,000 7% Secured Promissory Note.
On
September 26, 2017, the Company entered into a Note Purchase
Agreement with Shircoo, Inc. (“Shircoo”) (“NPA”), pursuant to which the
Company intends to issue a 7% Secured Promissory Note to Shircoo in
the principal amount of $650,000 (the “Shircoo Note”) on or around
October 3, 2017 (the “Closing Date”). The Shircoo Note
is expected to result in net proceeds to the Company, after the
payment to Shircoo of a consulting fee of $65,000, of approximately
$585,000. The Shircoo Note matures eighteen months from the Closing
Date.
As
additional consideration for the issuance of the Shircoo Note, the
NPA provides for the issuance to Shircoo of 1,500,000 restricted
shares of the Company’s Common Stock. All amounts due and
owing Shircoo under the terms of the Shircoo Note will be secured
by a continuing security interest in substantially all assets of
the Company.
The $750,000 Revolving Credit Note.
Also on
September 26, 2017, the Company entered into a Revolving Credit
Note with J.H. Brech, LLC (“JH Brech”) (the
“Revolver”),
providing for maximum borrowings of up to $750,000. Amounts due and
owing JH Brech under the terms of the Revolver are convertible, at
the option of JH Brech, into that number of shares of the
Company’s Common Stock equal to the principal and accrued
interest due under the terms of the Revolver on the date of
conversion divided by $1.50. The Company anticipates drawing funds
under the Revolver on or around October 3, 2017.
Item 8.01
Other Events.
On
October 3, 2017, the Company issued a press release announcing,
among other things, that it had obtained the financing commitments
represented by the NPA and Revolver. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit
99.1.
The
foregoing descriptions of the Agreement, Addendum, NPA, Revolver,
and form of Settlement Agreement, do not purport to be complete,
and are qualified in their entirety by reference to the Agreement,
Addendum, NPA, Revolver, and form of Settlement Agreement attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5,
respectively, each of which are incorporated by reference
herein.
Item 9.01
Financial Statements and Exhibits
See
Exhibit Index.
|
|
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.
|
Dated:
October 3, 2017
|
HISPANICA
INTERNATIONAL DELIGHTS OF AMERICA, INC.
|
|
|
|
|
|
By:
/s/ Fernando
Oswaldo Leonzo
|
|
|
Chief Executive Officer
|
EXHIBIT INDEX
|
Exhibit Number
|
|
Description
|
|
|
Common
Stock Purchase Agreement
|
|
|
|
Addendum
to Common Stock Purchase Agreement
|
|
| 10.3 |
|
Note
Purchase Agreement
|
| 10.4 |
|
Revolving Credit Note |
|
|
Form of Settlement
Agreement |
|
|
|
Press
Release, dated October 3, 2017.
|