UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) July 13, 2012 (July 9, 2012)
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OxySure Systems, Inc.
(Exact name of registrant as specified in its chapter)
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Delaware
(State or other jurisdiction of incorporation
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000-54137
(Commission File Number)
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71-0960725
(IRS Employer Identification No.)
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10880 John W. Elliott Drive, Suite 600, Frisco, TX
(Address of principal executive offices)
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75033
(Zip Code)
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(972) 294-6450
Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2012, OxySure Systems, Inc. (“OxySure” or the “Company”) entered into a second moratorium agreement (“Second Payment Moratorium”) with Vencore Solutions, LLC, a Delaware limited liability company (“Vencore”).
The Second Payment Moratorium provides for the following:
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a)
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The balance outstanding to Vencore remains the balance outstanding at the end of the first payment moratorium, which is $307,661.83 (“Debt Obligation”);
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b)
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The term of the Second Payment Moratorium (the “Moratorium Period”) shall expire on the earlier to occur of: (i) July 1, 2013; (ii) a cash settlement or repayment plan being entered into; or (iii) a merger or acquisition of OxySure or the sale of substantially all of its assets (collectively a “Sale”);
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c)
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OxySure will not be obligated to make any payments during the Moratorium Period;
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d)
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No late charges or interest will accrue during the Moratorium Period;
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e)
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Any amounts OxySure may pay towards the Debt Obligation during the Moratorium Period shall reduce the Debt Obligation;
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f)
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In the event of a Sale the entire Debt Obligation shall immediately become due and payable; and
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g)
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Vencore shall make no demands or take any actions against OxySure during the Moratorium Period.
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In exchange for the Second Payment Moratorium, OxySure agreed to issue to Vencore two warrants (the “Warrants”) as follows:
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(a)
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A warrant as to 22,500 common shares at an exercise price per share of $0.82; and
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(b)
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A warrant as to 32,500 common shares at an exercise price per share of $1.00.
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The terms of the Warrants shall be 5 years each and Vencore shall have the ability to exercise the Warrants on a cashless/net-issuance basis.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 13, 2012 | |||
| OXYSURE SYSTEMS, INC., | |||
| a Delaware corporation | |||
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By:
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/s/ Julian T. Ross | |
| BY: | Julian T. Ross | ||
| ITS: |
Chief Executive Officer, President, Chief Financial Officer, and Secretary
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