8-K 1 t76447_8k.htm FORM 8-K t76447_8k.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): May 3, 2013

Roomlinx, Inc.

(Exact Name of Registrant as Specified in its Charter)

 
Nevada   000-26213   83-0401552
(State or Other Jurisdiction   (Commission    (IRS Employer
of Incorporation)   File Number)   Identification No.)
         
 
 
 
2150 W. 6th Ave., Unit H, Broomfield, Colorado  80020
 
 
(Address of Principal Executive Offices) (Zip Code)
 
 
 
  303-544-1111  
(Registrant's telephone number, including area code)
 
 
(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):
 
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 communication 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 May 3, 2013, Roomlinx, Inc., a Nevada corporation (“Roomlinx”), and Cenfin LLC, a Delaware limited liability company (“Cenfin”), entered into a Fourth Amendment (the “Amendment”) to the Revolving Credit, Security and Warrant Purchase Agreement previously entered into by them on June 5, 2009 (as heretofore amended, the “Original Agreement”).  Pursuant to the Amendment, the Original Agreement has been amended to provide that the making of any and all Revolving Loans (as defined in the Original Agreement) shall be at the sole and absolute discretion of Cenfin.  The remaining terms of the Original Agreement were not further amended.

Jay Coppoletta, a member of Roomlinx’s board of directors, is an employee of an affiliate of Cenfin.  The Amendment was approved by a majority of the members of the Roomlinx board of directors, excluding Jay Coppoletta.

The foregoing description is a summary of certain of the terms of the Amendment.  This summary does not purport to be complete and is qualified in its entirety by the complete text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 
Item 9.01 Financial Statements and Exhibits
                                  
Exhibit No.
Description of Exhibit
   
10.1
Fourth Amendment to Revolving Credit, Security and Warrant Purchase Agreement, dated as of May 3, 2013, between Roomlinx, Inc. and Cenfin LLC.
 
 
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  May 3, 2013
ROOMLINX INC.  
       
       
 
By:
/s/ Michael S. Wasik  
    Michael S. Wasik  
    President and Chief Executive Officer  
 
 
 
                                                                                               
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