8-K 1 v411208_8k.htm 8-K

 

 

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 15, 2015

 

ATRINSIC, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware   000-51353   06-1390025
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

65 Atlantic Avenue, Boston, Massachusetts 02110   07932
(Address Of Principal Executive Office)   (Zip Code)

 

Registrant's telephone number, including area code (617) 823-2300

 

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))

 

 
 

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On May 15, 2015, Atrinsic, Inc., a Delaware corporation (the “Company”) issued secured promissory notes (the “Secured Notes”) in the principal amount of $50,000 to each of Iroquois Master Fund Ltd (“Iroquois”) and Hudson Bay Master Fund Ltd. (“Hudson”) (for an aggregate of $100,000), each an existing secured lender to the Company. The Secured Notes have a maturity date of July 31, 2015 and bear interest at the rate of 5.0% per annum, payable at maturity. The obligations of the Company under to the Secured Notes are secured by a first priority security interest in all of the personal property of the Company pursuant to a letter agreement, dated May 15, 2015, with each of Iroquois and Hudson, respectively (the “Letter Agreements”). The Letter Agreements amended the First Amended and Restated Security Agreement among the Company Iroquois and Hudson dated as of December 18, 2014, to include the Company’s obligations under the Secured Notes. The proceeds of the Secured Notes will be utilized by the Company to fund its working capital needs.

 

The foregoing description of the Secured Notes and the Letter Agreements are qualified in their entirety by the full text of the Secured Notes and the Letter Agreements, which are filed as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, hereto and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit

Number

  Description of Exhibits
4.1   Secured Note, dated May 15, 2015, in the principal amount of $50,000, bearing interest at the rate of 5.0% per annum issued by the Company to Hudson.
     
4.2   Secured Note, dated May 15, 2015, in the principal amount of $50,000, bearing interest at the rate of 5.0% per annum issued by the Company to Iroquois.
     
10.1   Letter agreement, dated May 15, 2015, between the Company and Iroquois amending the First Amended and Restated Security Agreement among the Company Iroquois and Hudson dated as of December 18, 2014.
     
10.2   Letter agreement, dated May 15, 2015, between the Company and Hudson amending the First Amended and Restated Security Agreement among the Company Iroquois and Hudson dated as of December 18, 2014.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  Atrinsic, Inc.  
     
Dated:   May 19, 2015 By: /s/ Edward Gildea  
    Edward Gildea,  
    Chief Executive Officer  

 

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