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):
March 6, 2014
DRINKS AMERICAS HOLDINGS, LTD.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-19086
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87-0438825
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State of
Incorporation
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Commission
File Number
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IRS Employer
I.D. Number
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4101 Whiteside Street, Los Angeles, CA 90063
Address of principal executive offices
Registrant's telephone number:
(323) 266-8765
(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 (see General Instruction A.2. below):
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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 14-2(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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Entry Into A Material Definitive Agreement
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Creation of a Direct Financial Obligation
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On March 6, 2014 and on March 11, 2014, Drinks Americas Holdings, Inc. (the “Company”) entered into first amendment agreements (the “Amendments”) with IBC Funds LLC (“IBC”), to certain 8% Convertible Unsecured Promissory Notes (the “Notes”) in principal amount of $125,000 and $130,000, which Notes were originally dated as of November 1, 2012 and due May 1, 2013. As previously reported, the Notes were originally issued to World Wide Beverage Imports, LLC (“WBI”) on November 1, 2012. WBI assigned the Notes to a third party from whom IBC acquired the Notes.
Pursuant to the Amendments, IBC agreed to extend the maturity of the Notes from May 1, 2013 to March 6, 2015 and March 11, 2015 and to waive, if any, existing or prior defaults under the Notes and the Company agreed to (i) amend the conversion price of the Notes to the equal 35% of the lowest historical traded price of the Company’s common stock.
The foregoing information is a summary of the Amendment, and the Notes, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
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Financial Statements and Exhibits
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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 hereunto duly authorized.
Dated: March 12, 2014
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DRINKS AMERICAS HOLDINGS, LTD.
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/s/
Timothy Owens
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Timothy Owens, Chief Executive Officer
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Exhibit 10.1
FIRST AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE
THIS IS AMENDMENT
(the “Amendment") being executed and delivered by and between Drinks Americas Holdings, Ltd., a Delaware corporation ("Drinks"), and IBC Funds LLC ("IBC"), and dated as of March 6, 2014 (the “Amendment Date”) in order to amend that certain 8% Convertible Unsecured Promissory Note due as of May 1, 2013.
RECITALS
WHEREAS
, pursuant to that certain Note Purchase Agreement dated March 6, 2014 by and between IBC and Jose Manuel Toscana Gonzalez (the “Assignor”), IBC purchased the ownership interest in that certain 8% Convertible Unsecured Promissory Note due as of May 1, 2013 (the “Note”) in the face amount of $125,000, which Note was originally issued to World Wide Beverage Imports, LLC (“
WBI
”) in satisfaction of certain trade payables owed by the Company to WBI and WBI assigned to the Assignor, on November 1, 2012, in satisfaction of certain trade payables owed by WBI to the Assignor;
WHEREAS
, The parties to this Amendment wish to (i) amend certain terms of the Note, (ii) restructure the obligations underlying the Note, including the Maturity Date and the Conversion Price, and (iii) waive any and all Events of Default arising prior to the date hereof under the Note, all as further set forth below.
AGREEMENT
NOW THEREFORE,
in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the sufficiency, mutuality and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
a)
Amendment of the Note
. The Note shall be amended such that the Maturity Date shall be extended to the first anniversary of the Amendment Date.
2.
Waiver of Events of Default, Default Interest and Liquidated Damages
. On execution of this Amendment, any and all Events of Default, as set forth in the Note, occurring prior to this Amendment shall be deemed waived without further recourse by IBC.
3.
Conversion Price
.
In consideration for the waivers and accommodations agreed to by IBC in this Amendment, the Conversion Price as set forth in Section 4(b) of the Note shall be amended to equal to 35% of the lowest historical traded price of the Company’s common stock prior to the date such conversion is requested by the holder of the Note but in no event shall the Conversion Price be equal to less than the par value of the Company’s common stock.
4.
New York Law and Jurisdiction
.
The Note and all issues arising out of the Note shall be governed by and construed solely and exclusively under and pursuant to the laws of the State of New York and any action brought concerning the transactions contemplated by the Note shall be brought in the District Court of the Southern District of New York and of any Federal District Court sitting in New York, New York.
5.
No Other Effect on the Securities Purchase Agreement or Note.
The Note remains in full force and effect, except as amended by this Amendment.
6.
Effective Date
.
This Amendment shall be effective as of the Amendment Date.
7.
Miscellaneous
.
(a)
Captions; Certain Definitions
. Titles and captions of or in this Amendment are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Amendment or the intent of any of its provisions. All capitalized terms not otherwise defined herein shall have the meaning therefor, as set forth in the Securities Purchase Agreement and Convertible Bridge Note.
(b)
Controlling Law
. This Amendment is governed by, and shall be construed and enforced in accordance with the laws of the State of New York (except the laws of that jurisdiction that would render such choice of laws ineffective).
(c)
Counterparts
. This Amendment may be executed in one or more counterparts (one counterpart reflecting the signatures of all parties), each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Amendment or its terms to account for more than one of such counterparts. This Amendment may be executed by each party upon a separate copy, and one or more execution pages may be detached from a copy of this Amendment and attached to another copy in order to form one or more counterparts.
(
Signature Pages Follow
)
IN WITNESS WHEREOF, this Amendment has been executed and delivered by Drinks and IBC as of the date first set forth above.
Drinks:
Drinks Americas Holdings, Ltd.
By:
______________________________________
Name: Timothy Owens
Title: CEO
IBC:
IBC Funds LLC
By:
______________________________________
Name:
Title:
* * * * *
Exhibit 10.2
FIRST AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE
THIS IS AMENDMENT
(the “Amendment") being executed and delivered by and between Drinks Americas Holdings, Ltd., a Delaware corporation ("Drinks"), and IBC Funds LLC ("IBC"), and dated as of March 11, 2014 (the “Amendment Date”) in order to amend that certain 8% Convertible Unsecured Promissory Note due as of May 1, 2013.
RECITALS
WHEREAS
, pursuant to that certain Note Purchase Agreement dated March 11, 2014 by and between IBC and Jose Manuel Toscana Gonzalez (the “Assignor”), IBC purchased the ownership interest in that certain 8% Convertible Unsecured Promissory Note due as of May 1, 2013 (the “Note”) in the face amount of $130,000, which Note was originally issued to World Wide Beverage Imports, LLC (“
WBI
”) in satisfaction of certain trade payables owed by the Company to WBI and WBI assigned to the Assignor, on November 1, 2012, in satisfaction of certain trade payables owed by WBI to the Assignor;
WHEREAS
, The parties to this Amendment wish to (i) amend certain terms of the Note, (ii) restructure the obligations underlying the Note, including the Maturity Date and the Conversion Price, and (iii) waive any and all Events of Default arising prior to the date hereof under the Note, all as further set forth below.
AGREEMENT
NOW THEREFORE,
in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the sufficiency, mutuality and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
a)
Amendment of the Note
. The Note shall be amended such that the Maturity Date shall be extended to the first anniversary of the Amendment Date.
2.
Waiver of Events of Default, Default Interest and Liquidated Damages
. On execution of this Amendment, any and all Events of Default, as set forth in the Note, occurring prior to this Amendment shall be deemed waived without further recourse by IBC.
3.
Conversion Price
.
In consideration for the waivers and accommodations agreed to by IBC in this Amendment, the Conversion Price as set forth in Section 4(b) of the Note shall be amended to equal to 35% of the lowest historical traded price of the Company’s common stock prior to the date such conversion is requested by the holder of the Note but in no event shall the Conversion Price be equal to less than the par value of the Company’s common stock.
4.
New York Law and Jurisdiction
.
The Note and all issues arising out of the Note shall be governed by and construed solely and exclusively under and pursuant to the laws of the State of New York and any action brought concerning the transactions contemplated by the Note shall be brought in the District Court of the Southern District of New York and of any Federal District Court sitting in New York, New York.
5.
No Other Effect on the Securities Purchase Agreement or Note.
The Note remains in full force and effect, except as amended by this Amendment.
6.
Effective Date
.
This Amendment shall be effective as of the Amendment Date.
7.
Miscellaneous
.
(a)
Captions; Certain Definitions
. Titles and captions of or in this Amendment are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Amendment or the intent of any of its provisions. All capitalized terms not otherwise defined herein shall have the meaning therefor, as set forth in the Securities Purchase Agreement and Convertible Bridge Note.
(b)
Controlling Law
. This Amendment is governed by, and shall be construed and enforced in accordance with the laws of the State of New York (except the laws of that jurisdiction that would render such choice of laws ineffective).
(c)
Counterparts
. This Amendment may be executed in one or more counterparts (one counterpart reflecting the signatures of all parties), each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Amendment or its terms to account for more than one of such counterparts. This Amendment may be executed by each party upon a separate copy, and one or more execution pages may be detached from a copy of this Amendment and attached to another copy in order to form one or more counterparts.
(
Signature Pages Follow
)
IN WITNESS WHEREOF, this Amendment has been executed and delivered by Drinks and IBC as of the date first set forth above.
Drinks:
Drinks Americas Holdings, Ltd.
By:
______________________________________
Name: Timothy Owens
Title: CEO
IBC:
IBC Funds LLC
By:
______________________________________
Name:
Title:
* * * * *