8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2016 (August 19, 2016)

Inventergy Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26399	62-1482176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 E. Hamilton Avenue #180 Campbell, CA	95008
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 389-3510

Not Applicable

(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 to 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 1.01. Entry into a Material Definitive Agreement.

On August 19, 2016, Inventergy Global, Inc. (the “Company”) and Inventergy Inc., a wholly-owned subsidiary of the Company, and certain affiliates of Fortress Investment Group, LLC (“Fortress”) entered into a fourth amendment (the “Amendment”) to the Amended and Restated Revenue Sharing and Note Purchase Agreement (the “Purchase Agreement”), which was originally entered into by the parties on October 1, 2014.

The Amendment, among other things: (i) defers the commencement of the Company’s monthly note principal amortization repayment until September 30, 2016, (ii) suspends the Company’s obligation to maintain a $1 million minimum cash balance until September 30, 2016, and (iii) allows the Company to use up to $250,000 of revenues earned from patent sales and exclusive licenses to make certain specified payments. In addition, once the Company has satisfied its debt obligations to Fortress, the Company may satisfy its remaining $11,284,538 in revenue share obligations by paying Fortress: (a) $8,500,000 if paid on or before September 30, 2016, (b) $9,500,000 if paid after September 30, 2016 but before December 31, 2016, or (c) $11,284,538 if paid thereafter.

In connection with the Amendment, the Company agreed to issue Fortress a seven-year warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price of $2.005 per share.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which will be filed, with any confidential terms redacted, with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2016.

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

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02. Unregistered Sale of Equity Securities.

In connection with the closing of the transactions contemplated by the Amendment, the Company issued to Fortress a seven-year warrant to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $2.005 per share. The warrants were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), as set forth in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

Item 7.01. Regulation FD Disclosure.

On August 25, 2016, the Company issued a press release disclosing the Amendment. The press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated August 25, 2016.

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: August 25, 2016

INVENTERGY GLOBAL, INC.
By:	/s/ Joseph W. Beyers
	Name: Joseph W. Beyers
	Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

 

Inventergy Amends Debt Agreement with Fortress

Agreement Provides Near-Term Cash Flow Relief and Additional Operating Funds

CAMPBELL, CA -- (Marketwired) – August 25, 2016 -- Inventergy Global, Inc. (NASDAQ: INVT) (“Inventergy”), an intellectual property licensing company, announced today that it has successfully amended its debt agreement with Fortress Investment Group.

As part of the amendment, Inventergy was provided a moratorium on monthly debt amortization payments until September 30, 2016. Inventergy will also not be required to maintain a minimum cash balance of $1 million until September 30, 2016, and was allowed to retain the majority of the cash from a recently received license installment payment. Additional information about the terms of the amendment is available in the Form 8-K filed by Inventergy with the Securities and Exchange Commission and available at www.sec.gov.

Joe Beyers, Chairman and CEO of Inventergy said, "With the support from Fortress, we have been able to collaboratively restructure the debt agreement to provide us more flexibility in executing on our long-term goals. Fortress has been a solid business partner and recognizes that this near-term cash flow relief during our monetization discussions with third parties is critical to our mutual success. We anticipate meaningful results in the coming weeks.”

About Inventergy Global, Inc.

Inventergy Global, Inc. is a Silicon Valley-based intellectual property company dedicated to identifying, acquiring and licensing patented technologies of market-significant technology leaders. Led by IP industry pioneer and veteran Joe Beyers, the Company leverages decades of corporate experience, market and technology expertise, and industry connections to assist Fortune 500 and other technology companies in leveraging the value of their innovations to achieve greater returns. For more information about Inventergy, visit www.inventergy.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements, estimates, forecasts and projections with respect to future performance and events, which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent and belief or current expectations of the Company and its affiliates and subsidiaries and their respective management teams. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "will," "should," "seek" and similar expressions and include any projections or estimates set forth herein. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, that actual results may differ materially from those projected in the forward-looking statements.

Contact:

Robert Haag

IRTH Communications

INVT@irthcommunications.com

866-976-4784

inventergy.com  / 900 E. Hamilton Avenue, Suite 180 / Campbell, CA 95008