Current Report Filing (8-k)
05/12/2016 9:31pm
Edgar (US Regulatory)
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 5,
2016
Arrayit Corporation
(Exact
name of registrant as specified in its charter)
NEVADA
(State
or other jurisdiction of incorporation or
organization)
33-119586
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76-0600966
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(Commission
File Number)
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(IRS
Employer Identification Number)
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927
Thompson Place
Sunnyvale,
CA 94085
(Address
of principal executive offices)
Rene A.
Schena
927
Thompson Place
Sunnyvale,
CA 94085
(Name
and address of agent for service)
408-744-1711
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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e-4(c))
SECTION 1
–
REGISTRANT’S
BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On October 25, 2016 with an effective date of October 21, 2016, the
Company and its subsidiaries as guarantors (collectively, the
“Credit Parties”) entered into a Second Amendment to
the Senior Secured Revolving Credit Facility Agreement by and
between TCA Global Credit Master Fund, LP, a Cayman Islands limited
partnership (the “Credit Agreement” and
“TCA,” respectively and effective December 18, 2015) as
amended by a First Amendment to the Credit Agreement on April 18,
2016, whereby the Company was approved for an additional $400,000
loan under the Credit Agreement (the “Additional
Advance”). The Second Replacement Revolving Note, in the
principal amount of $1,674,484 which aggregates all obligations due
and owing to the Lender by the Credit Parties, including the
Additional Advance as of October 21, 2016, has substantially the
same terms as the initial $750,000 and $250,000 loans. On October
25, 2016, the Company received $267,799 after (i) the escrowing of
$67,801 for payments to professionals and others in connection with
bringing the Company’s audited and unaudited financial
statements current; (ii) payment of $42,500 to accounting
professionals; (iii) payment of $20,500 in fees due TCA and its
professionals; (iv) miscellaneous payments of $1,400.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
See
discussion in Item 1.01.
Item
9.01 Financial Statements and Exhibits
Second Amendment to
Credit Agreement by and Among Arrayit Corporation as Borrower,
Telechem International, Inc. and Arrayit Scientific, Inc. as
Guarantors, and TCA Global Credit Master Fund, LP as Lender
effective October 21, 2016 and executed on October 25,
2016.
Second Replacement
Revolving Note ($400,000) between Arrayit Corporation, as Borrower
and TCA Global Credit Mater Fund as lender effective October 21,
2016 and executed on October 25, 2016.
SIGNATURE
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.
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Arrayit
Corporation
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Date
:
December 5, 2016
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By:
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/s/
Rene A.
Schena
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Name:
Rene A.
Schena
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Title:
Chief
Executive Officer
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