AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 26, 2016 (September 23, 2016)
name of registrant as specified in its charter)
|(State or other jurisdiction
of principal executive offices) (Zip Code)
telephone number, including area code: (203) 266-2103
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Entry into a Material Definitive Agreement
On September 23, 2016, the Company entered into a forbearance agreement
with Logicmark Investment Partners, LLC (the “Lender”) in connection with a Secured Subordinated Promissory Note originally
issued on July 22, 2016 in the amount of $2,500,000, which expires on September 22, 2016 (the “Note”). The Company
formally requested that the Lender extend the Note on September 20, 2016, and finalized the amendment on September 23, 2016.
Under the terms of the forbearance agreement, the Lender agreed to extend
the Note and the Company agreed to pay to the Lender in immediately available funds: (i) $250,000 on September 23, 2016; (ii)
$100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the Note on October 31, 2016.
The Company also agreed to reduce the Escrow Amount (as defined in the Purchase Agreement) by a total of $500,000, and to make
certain other changes to the definition of “Escrow Amount” in the Purchase Agreement. The Company also agreed to make
certain representations and warranties in respect of the Lender’s forbearance.
Financial Statements and Exhibits.
||Forbearance Agreement dated September 23, 2016|
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.
September 26, 2016
Gino M. Pereira|