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): September 28, 2018
OrangeHook, Inc.
(Exact name of Registrant as Specified in its Charter)
|
Florida
|
000-54249
|
27-1230588
|
|
(State or Other Jurisdiction of Incorporation
or Organization)
|
(Commission file number)
|
(I.R.S. Employer Identification Number)
|
319 Barry Avenue South #300
Wayzata, Minnesota 55391
(Address of Principal Executive Offices including Zip Code)
(442) 500-4665
(Registrant’s Telephone Number, including Area Code)
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:
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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.
On September 28, 2018, OrangeHook, Inc., a Florida Corporation (the "Company"), entered into an unsecured promissory note with James Mandel, Chief Executive Officer, and Whitney Peyton, a member of the Company's Board of Directors, in the principal amount of $400,000 (the "Mandel-Peyton Note"). The Mandel Note accrues interest at a variable annual rate of the prime rate plus 2.75%, resulting in a current rate of 8.0% per annum. The interest rate is calculated on a 365/360 basis, resulting in an annual effective rate of 8.11%. Unpaid interest and principal are due on November 15, 2018 ("Maturity Date").
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
- 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.
ORANGEHOOK, INC.
Dated: October 4, 2018
By: /s/ James L. Mandel
James L. Mandel
President and Chief Executive Officer
- 3 -