Attached files
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: January 18,
2010
(Date of
Earliest Event Reported)
FUND.COM
INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
001-34027
(Commission
File Number)
|
30-0284778
(I.R.S.
Employer
Identification
No.)
|
14
Wall Street, 20th
Floor, New York, New York, 10005
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 618-1633
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))
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Item
1.01 Entry into a Material Definitive
Agreement.
Fund.com
Inc. (the “Company”) is currently indebted to IP Global Investors Ltd. and
Equities Media Acquisition Corp. Inc. (collectively, the “Lenders”) in the
aggregate amount of $2,500,000, plus accrued interest and fees, under the terms
of an August 29, 2009 revolving credit loan agreement secured by liens on the
Company’s domain name and substantially all of its other assets (the “Loan
Agreement”). The Company’s revolving credit convertible note to the
Lenders (the “Note”) is due and payable on August 29, 2010. However,
to date, the Company has been unable to pay accrued interest and fees to the
Lenders under the Loan Agreement.
In
addition, in November 2009, the Company announced that it had entered into a
non-binding letter of intent to acquire an equity interest in Weston Capital
Management LLC. As indicated, in the Company’s press release, the
proposed investment in Weston Capital is designed to enhance the growth of the
Company’s exchange traded fund subsidiary, AdvisorShares, an investment company
that enables portfolio managers to launch branded proprietary exchange traded
funds, or ETFs, on a turn-key basis. In order to proceed with the
proposed Weston transaction, the Company requires additional equity financing;
which financing management believes would be difficult to obtain under the
current terms of its Loan Agreement.
On
January 18, 2010, the board of directors of the Company approved the terms of a
letter agreement (the “Debt Restructuring Agreement”) with the Lenders and other
third party assignees of a portion of the Note, dated as of December 28,
2009. Under the terms of the Debt Restructuring Agreement, (a) the
Lenders have agreed to waive all prior defaults under the Note and Loan
Agreement, (b) IP Global Investors Ltd. and certain third party assignees who
purchased from the Lenders $184,800 principal amount of the Note have agreed to
convert an aggregate of $840,000 or 33.6% of the Note into 400,000 shares of the
Company’s newly authorized Series A preferred stock; (c) the Lenders sold an
additional $509,250 principal amount of the Note to third parties who have
agreed to convert such assigned notes into shares of the Company’s Class A
Common Stock, (d) the Lenders agreed (i) to extend the final maturity date of
the remaining $1,150,750 outstanding balance of the Note to December 31, 2011,
and (ii) not convert more than 25% of such $1,150,750 Note balance into Class A
Common Stock prior to December 31, 2011.
The Company’s Series A Preferred Stock
does not pay a dividend, has a stated value of $100 per share, and is
convertible, upon not less than 90 days prior written notice to the Company,
into Class A Common Stock of the Company at a conversion price of $1.50 per
share. At the December 28, 2009 effective date of the Debt
Restructuring Agreement, the average closing market prices of the Company’s
Class A Common Stock, as traded on the FINRA over-the-counter Bulletin Board was
approximately $0.91 per share.
Forward-Looking
Safe Harbor Statement
Statements
in this Form 8-K regarding future financial and operating results, the potential
advantages of the above transactions to the Company, other opportunities for the
Company, and any other statements about future expectations, beliefs, goals,
plans, or prospects expressed constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including statements
containing the words "will," "believes," "plans," "anticipates," "expects,"
"estimates," and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from those
indicated by such forward-looking statements including: the Company’s limited
operating history, the need for future capital by both the Company and Vensure,
and economic conditions generally. Additional information on
potential factors that could affect results and other risks and uncertainties
are detailed from time to time in the Company's periodic reports, including
Forms 10-K, 10-Q, 8-K, and other forms filed with the Securities and Exchange
Commission ("SEC").
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These
statements, and other forward-looking statements, are not guarantees of future
performance and involve substantial risks and uncertainties.
Item
9.01 Financial Statements and Exhibits.
(a) Financial statements of
businesses acquired.
Not
applicable.
(b) Pro forma financial
information.
Not
applicable.
(c)
Shell company
transactions.
Not
applicable.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
|
Debt
Restructuring Letter Agreement dated December 28, 2009 by and among
Fund.com Inc., IP Global Investors Ltd., Equities Media Acquisition Corp.
and the other parties thereto.
|
|
10.2
|
Certificate
of Designations for Fund.com Inc.’s Series A Convertible Preferred
Stock.
|
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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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FUND.COM,
INC.
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(Registrant)
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By: /s/ Gregory Webster
|
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Name: Gregory
Webster
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Title: Chief
Executive Officer
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Date: January
26, 2010
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