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EX-10.19 - EXTENSION AGREEMENT - Blink Couture Inc.blku_ex1019.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):  December 27, 2011
 
BLINK COUTURE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
333-138951
 
98-0568153
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer
 Identification Number)
 
c/o Regent Private Capital, LLC
5727 South Lewis Avenue
Tulsa, Oklahoma 74105
(Address of Principal Executive Offices) (Zip Code)
 
(918) 392-3200
(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 (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 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 December 27, 2011, Blink Couture, Inc. (the “Company”) entered into an Extension Agreement (the “Extension Agreement”) amending the Agreement and Plan of Merger (the “Merger Agreement”), dated November 10, 2011, with Latitude Global, Inc. (“LG”), a privately held company incorporated in Florida, and Latitude Global Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of the Company (“Merger Sub”).  The Company previously reported the execution of the Merger Agreement, and its intent to consummate a merger with LG and Merger Sub (the “Merger”), in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2011.

Pursuant to the provisions of the Extension Agreement, the parties have agreed to (i) extend, until February 28, 2012, the date after which either the Company or LG may terminate the Merger Agreement, if the closing of the Merger (the “Closing”) has not occurred on or before such date and (ii) if the Closing has not occurred on or before January 31, 2012, increase the principal amount of the $50,000 promissory note issuable to Regent Private Capital, LLC, currently the principal stockholder of the Company (“Regent”), by any amounts incurred by Regent, in connection with the preparation and filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2012, up to a maximum of $15,000 (i.e. a maximum principal amount of $65,000).

Lawrence D. Field, the Company’s sole officer and director, is also a Managing Director of Regent.

A copy of the Extension Agreement is attached hereto as Exhibit 10.19.  The description of the Extension Agreement herein is qualified by the terms of the full text of the agreement attached hereto and the terms thereof are incorporated herein by reference thereto.
 
Item 9.01.     
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 10.19
 
Extension Agreement dated December 27, 2011
     
 

 
 

 
 
 
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.
 
 
 
BLINK COUTURE, INC.
 
       
Date: December 27, 2011
By:
/s/ Lawrence D. Field    
    Name:  Lawrence D. Field  
    Title: Chief Executive Officer  
       
 
 
 

 
 

 

EXHIBIT INDEX
 
Exhibit
 No.
 
Description
     
 
            Extension Agreement dated December 27, 2011