Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Timios National Corp | c24010exv10w1.htm |
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): October 26, 2011
HOMELAND SECURITY CAPITAL
CORPORATION
(Exact name of registrant as
specified in its charter)
| Delaware | 000-23279 | 52-2050585 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4601 Fairfax Drive, Suite
1200 Arlington, VA |
22203 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 528-7073
| (Former name or former 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:
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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2011, Homeland Security Capital Corporation, a Delaware corporation (the “Company”), entered into an Amended and Restated Forbearance Agreement by and among YA Global Investments, L.P., as lender (“Lender”), Fiducia Holdings LLC, and NTG Management Corp. (formerly known as Nexus Technology Group, Inc. (the “Agreement”), pursuant to which the Lender agreed to forbear from exercising its rights and remedies under the Financing Documents (as defined therein) and applicable law with respect to one or more Events of Default (as defined in the Financing Documents) that have occurred and are continuing as a consequence of the Company having failed to pay, when due at maturity, all outstanding principal and accrued and unpaid interest under the Company’s outstanding debt with the Lender (the “Existing Defaults”). The forbearance period ends on the earlier of (i) April 30, 2012 and (ii) the occurrence of a “Termination Event,” defined in the Agreement as (a) the failure of the Company or any Guarantor (as defined in the Agreement) to perform or comply with any term or condition of the Agreement; (b) the determination by the Lender that any warranty or representation made by the Company or any Guarantor in connection with the Agreement was false or misleading; (c) the occurrence of a materially adverse change in or to the collateral granted to the Lender under the Financing Documents and/or pursuant to the Forbearance Agreement, as determined by the Lender in its sole and exclusive discretion; and (d) the occurrence of any default and/or Event of Default (other than the Existing Defaults) under the Financing Documents.
As a condition to the entry to the Agreement, the Company has undertaken to cause its subsidiaries, Polimatrix, Inc. and CSS Management Corp. (formerly known as Corporate Security Solutions, Inc.) to guarantee the Company’s obligations to the Lender and grant a security interest in their assets.
The foregoing summary of the Forbearance Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Forbearance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amended and Restated Forbearance
Agreement, dated as of October 26, 2011, by and among Homeland Security
Capital Corporation, YA Global Investments, L.P., NTG Management Corp. and
Polimatrix, Inc.
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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 thereunto duly authorized.
HOMELAND SECURITY
CAPTIAL
CORPORATION
By: /s/ C. Thomas
McMillen
Name: C.
Thomas McMillen
Title: President and Chief Executive Officer
Date: November 1, 2011
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