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): November 3, 2017
HISPANICA INTERNATIONAL DELIGHTS OF AMERICA, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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333-190788
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46-2552550
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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575 Lexington
Avenue, 4th
Floor, New York, NY
10022
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(Address of
principal executive offices)
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(516)
867-8383
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or 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))
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 ☐
Item
1.01
Entry
into a Material Definitive Agreement
See
Item 2.03 below.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
November 3, 2017, Hispanica International Delights of America, Inc.
(the “Company”)
and Shircoo Inc. (“Shircoo”) entered into Amendment
No. 1 (the “Amendment”) to the Note Purchase
Agreement, dated September 26, 2017 (“NPA”), as previously disclosed in
the Company’s Current Report on Form 8-K dated October 3,
2017, pursuant to which the Company issued to Shircoo an additional
Secured Promissory Note (the “Additional Note”) in the
principal amount of $175,000, resulting in an aggregate of $825,000
being issued under the terms of the NPA. The Additional Note
accrues interest at a rate of 7% per annum, and matures on March
21, 2018.
As
further consideration for the issuance of the Additional Note, the
Amendment provides for the issuance to Shircoo of 800,000
restricted shares of the Company’s common stock, par value
$0.001 per share, upon Closing, as defined in the NPA. All amounts due and owing Shircoo under the
terms of the Additional Note will be secured by a continuing
security interest in substantially all assets of the
Company.
The
foregoing description of the Amendment and the Additional Note does
not purport to be complete, and is qualified in its entirety by the
full text of the Amendment No. 1 to the Note Purchase Agreement and
the Secured Promissory Note, attached hereto as Exhibit 10.1
and Exhibit 10.2, respectively, which are incorporated by reference
herein.
Item 3.02
Unregistered Sale of Equity
Securities.
See
Item 2.03 above.
Item 8.01
Other Events.
Issuance of the Additional Note was caused by the
receipt by the Company of a letter from J.H. Brech, LLC
(“Brech”) informing that Company that, due to
internal operational problems, Brech would be unable to provide the
$175,000 in funding requested by the Company under the terms of the
Revolving Credit Note, dated September 26, 2017, as previously
disclosed in the Company’s Current Report on Form 8-K dated
October 3, 2017, before the date required by the Company, and was
delaying the initial draw from the line of credit until November
24, 2017. The Revolving Credit Note provides for maximum borrowing
by the Company under the terms thereof of
$750,000.
Brech
indicated that, despite its inability to provide funding, on time,
under the terms of the Revolving Credit Note, it intends to meet
its obligations thereunder.
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.
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HISPANICA INTERNATIONAL DELIGHTS OF AMERICA, INC.
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Date:
November 9, 2017
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By:
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/s/
Fernando Oswaldo Leonzo
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Fernando
Oswaldo Leonzo
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Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Amendment
No. 1 to Note Purchase Agreement, dated November 3,
2017
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Secured
Promissory Note, dated November 3, 2017
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