Attached files
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| EX-99.6 - EXHIBIT 99.6 - CYBERDEFENDER CORP | v237162_ex99-6.htm |
| EX-99.7 - EXHIBIT 99.7 - CYBERDEFENDER CORP | v237162_ex99-7.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 25, 2011
CYBERDEFENDER CORPORATION
(Exact name of Company as specified in Charter)
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Delaware
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333-138430
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65-1205833
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(IRS Employee Identification No.)
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617 West 7th Street, Suite 1000
Los Angeles, California 90017
(Address of Principal Executive Offices)
213-689-8631
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
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 CFR240.14a-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 240.13(e)-4(c))
EXPLANATORY NOTE
On July 29, 2011 CyberDefender Corporation filed a Current Report on Form 8-K (the “Original Report”) to disclose, among other things, the private sale of 9% Subordinated Convertible Promissory Notes. The purpose of this amendment is to correct certain disclosures made in the Original Report relating to the total amount of securities sold and the conversion price for the independent directors.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The following discussion provides only a brief description of the agreements and instruments described below. The discussion is qualified in its entirety by the full texts of the agreements and instruments.
On July 27, 2011, CyberDefender Corporation (the “Company”) completed the private sale of $1,789,700 in aggregate principal amount of 9% Subordinated Convertible Promissory Notes (the “Notes”) to 21 accredited investors, including two independent directors of the Company, pursuant to Securities Purchase Agreements. Of that amount, the Company received $1,500,000 in cash and the conversion into a Note of an account payable in the amount of $289,700. With the exception of the Notes sold to the independent directors, the Notes are convertible, at the election of the holders, into shares of the Company’s common stock at a conversion price of $0.72 per share (the “Conversion Price”). The Notes sold to the independent directors are convertible, at their election, into shares of the Company's common stock at a conversion price of $0.90 per share, unless our stockholders approve a conversion price of $0.72, as required by Nasdaq Listing Rule 5635. The Notes are due and payable on August 27, 2012 (the Maturity Date”), and are subordinate to certain senior debt owed by the Company to GR Match, LLC (“GRM”), pursuant to the terms and conditions of a Subordination Agreement among each investor, the Company and GRM.
In
addition, with the exception of the Company's independent directors, each investor will receive one incentive share of the
Company’s common stock for each dollar invested (the “Incentive Shares”). The independent
directors will receive their pro rata portion of the Incentive Shares if approved by our stockholders. The Incentive Shares
will be issued by the Company from its treasury following the transfer to the Company of two million shares owned by Gary
Guseinov, the Company’s chief executive officer, chairman of the board of directors and co-founder.
Neither the Notes nor the common stock that may be issued upon the conversion of the Notes nor the incentive shares have been issued have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
There were no underwriting discounts or commissions paid in connection with the offering.
In connection with the sale of the Notes and to secure their repayment, the Company entered into a Security Agreement with each investor pursuant to which it granted to the investors security interests subordinated to the security interest of GRM in the Company’s assets.
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Item 1.01
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Entry into a Material Definitive Agreement.
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The information included in Item 2.03 above is incorporated by reference in its entirety.
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Item 3.02
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Recent Sales of Unregistered Securities.
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The information included in Item 2.03 above is incorporated by reference in its entirety.
The offering was exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act because the securities were issued only to accredited investors without any general solicitation or general advertising.
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Item 1.01
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Entry into a Material Definitive Agreement.
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The following discussion provides only a brief description of the agreements and instruments described below. The discussion is qualified in its entirety by the full texts of the agreements and instruments.
On July 25, 2011, the Company and GRM entered into a Waiver and Forbearance Agreement (the “Agreement”). Pursuant to the Agreement, the Company, among other things: (i) acknowledged its failure to make interest payments payable on July 1, 2011 under a certain 9% Secured Convertible Promissory Note dated March 31, 2011 and issued by the Company in favor of GRM; (ii) acknowledged its failure to make interest payments payable on July 1, 2011 under a certain Amended and Restated 9% Secured Convertible Promissory Note dated February 25, 2011 and issued by the Company in favor of GRM; and (3) acknowledged certain other defaults in connection with the notes.
Pursuant to the Agreement, GRM, among other things, agreed to capitalize the unpaid interest payments and, for a period of sixty days through and including September 23, 2011, or until the earlier termination of the Agreement pursuant to the terms and conditions thereof, and for that period only, agreed: (a) to waive its rights and remedies under the notes and related documents described above; and (ii) that the Company is not in default under the notes and related documents.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit 99.1
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Form of 9% Subordinated Convertible Promissory Note*
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Exhibit 99.2
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Form of Securities Purchase Agreement*
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Exhibit 99.3
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Form of Subordination Agreement*
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Exhibit 99.4
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Form of Security Agreement*
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Exhibit 99.5
Exhibit 99.6
Exhibit 99.7
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Waiver and Forbearance Agreement*
Form of 9% Subordinated Convertible Promissory Note issued to the Insiders
Form of Securities Purchase Agreement executed by the Insiders
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*Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 14, 2011
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CYBERDEFENDER CORPORATION
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By:
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/s/ Kevin Harris
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Kevin Harris, Chief Financial Officer
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