United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A-3
CURRENT REPORT
Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934
March 31, 2011
Date of Report
[Date of Earliest Event Reported]
PCS EDVENTURES!.COM, INC.
(Exact name of Registrant as specified in its Charter)
| IDAHO | 000-49990 | 82-0475383 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Incorporation) |
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345 Bobwhite Court, Suite 200
Boise, Idaho 83706
(Address of Principal Executive Offices)
(208) 343-3110
(Registrant’s Telephone Number, including area code)
N/A
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 31, 2011, we entered into a loan transaction in the aggregate amount of $215,000 to a small number of persons who were “accredited investors” as that term is defined in Rule 501 of Regulation D of the Securities and Exchange Commission (the “SEC”). The transaction involved the issuance of 90 day Promissory Notes, secured by certain of our “Intellectual Property” (as defined in the Security Agreement), convertible at the creditors’ discretion to purchase shares of our common stock comprised of “restricted securities” as defined in Rule 144 of the SEC at a price of $0.15 per share, and bearing 10% interest annualized, with two three year warrants for each dollar loaned to acquire common stock at $0.15 per share, also to be comprise “restricted securities.”
The Company extended the due date on the convertible notes payable dated March 31, 2011 in the aggregate amount of $215,000. These notes were originally due on June 29, 2011 and subsequently extended. In consideration for the first note extension, the Company issued an additional 430,000 in restricted Rule 144 common stock warrants. The restricted Rule 144 common stock warrants allow for the purchase of one share of restricted Rule 144 common stock at $0.15 per restricted Rule 144 common stock warrant. The warrants expire 36 months from the date of the original warrant agreement.
Subsequently the notes were extended from October 27, 2011 to November 28, 2011, then again with repayments to be made quarterly beginning in May 31 2012, in the amount of $40,000 per quarter, with the remaining balance due in August 2013. No additional warrants were issued in connection with subsequent extensions.
On August 1, 2012, the Company issued amendments to the convertible note agreements and extended the due date with the repayments in the amount of $40,000 per quarter to begin April, 2013, and the final payments due in August 2014, with any remaining balance due at that time. In consideration for extending the due date of the promissory notes, the expiration dates on the warrants issued on March 31, 2011 and June 27, 2011, were amended and extended an additional three years, making the new expiration dates August 1, 2017.
Effective June 7, 2013, we executed an amendment to the loan transaction. The amended transaction involved the extension of the Promissory Note from April 30, 2013 to April 30, 2016, with the creditors waiving any default under the previous note. The Company made interest payments to each of the eight note holders for all accrued interest from August 1, 2012 to April 30, 2013 for consideration of the extension. The Company has agreed to make quarterly interest payments to each of the note holders during the term of the extension. All other terms of the previous Promissory Note, Security Agreement and related warrants remain in full force and effect.
Item 9.01 Financial Statements and Exhibit
(d)
Exhibit No.
Exhibit Description
10
Form of Promissory Note Extension
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
PCS EDVENTURES!.COM, INC.
| Dated: | June 18, 2013 |
| By: | /s/ Robert O. Grover |
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| Robert O. Grover |
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| CEO |
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PCS Edventures!.com, Inc.
Request for:
Fifth Extension of Promissory Note Dated March 31, 2011
Contents:
Amendment and Extension of Promissory Note
Please complete the attached Amendment and Extension of Promissory Note and deliver it to:
PCS Edventures!.com, Inc.
345 Bobwhite Court, Suite 200
Boise, Idaho 83706
Attn: Robert Grover
10% Secured Promissory Note
Dated: March 31, 2011
Original Due Date: June 29, 2011
Extended Due Date: October 27, 2011
Second Extended Due Date: November 28, 2011
Third Extended Due Date: May 31, 2012
Fourth Extended Due Date: April 30, 2013
Fifth Extended Due Date:
April 30, 2016
Amendment and Extension of Promissory Note & Warrants
PCS Edventures!.com, Inc., an Idaho corporation (“Company”), issued a promissory note dated March 31, 2011 in the amount of $XXXXXX (“Note”) payable to the Lender designated therein on June 29, 2011 (“Original Due Date”). The Note was issued as part of an offering of Promissory Notes and Warrants (“Offering”) by the Company in March 2011 whereby Notes in the aggregate amount of Two Hundred and Fifteen Thousand Dollars ($215,000) were issued to certain Lenders. The Note is secured in accordance with a Security Agreement dated March 31, 2011 (“Security Agreement”). As part of the Offering, the Lenders were issued warrants (“Original Warrants”) to acquire shares of Company’s common stock for $0.15 per share exercisable at any time within 36 months after the date of issuance of the Warrants.
Said Note’s Maturity Date under the Note was extended from June 29, 2011 to October 27, 2011 (the “First” Extension) and additional warrants were attached to said first extension at the same terms and price as described above. On October 27, 2011 the maturity date was extended to November 28, 2011 (the “Second” Extension) and subsequently the Note was extended to May 31, 2012 (the “Third” Extension) at which time quarterly payments were to commence. The Note was subsequently extended from May 31, 2012 to April 30, 2013. (the “Fourth” Extension), at which the Note was combined with the original principal amount and all accrued interest as of July 31, 2012. Going forward interest would be calculated at a compound rate at ten (10%) percent and quarterly payments would begin on April 30, 2013. In consideration for extending the due date of the promissory notes, the expiration dates on the warrants issued on March 31, 2011 and June 27, 2011, were amended and extended an additional three years, making the new expiration dates August 1, 2017. A copy of the original Note and each of the Extension Agreements are attached hereto and incorporated herein.
Noteholder is the Lender designated in the Note or a successor or assign of the designated Lender.
In consideration of the mutual promises set forth herein, Company and Noteholder agree as follows (“Agreement’):
1.
Extension of Note and Security Agreement and Dates for Payment. The Note and Security Agreement are hereby amended by extending the payment due date from April 30, 2013 to April 30, 2016, when payment of the principal and any accrued interest would be due in full. Noteholder hereby waives any default under the Note or Security Agreement that may have occurred prior to Noteholder’s execution and delivery of the Extension Documents.
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2.
Payments to be Made on Note. Beginning on April 30, 2013, the Company shall make a payment for all accrued interest from August 1, 2012 to April 30, 2013 on the Note in the amount of $XXXX, which payment in full of accrued interest is acknowledged, In addition, the company agrees to make quarterly interest payments within 30 days of each calendar quarter end. The last payment due and payable the last day of April 30, 2016, shall be made in such amount to pay all remaining principal of the Note and accrued interest in full.
3.
Effectiveness of Note and Security Agreement Terms. Except for the extension of the due date of the Note as provided in paragraph 1 of this Agreement, the Note and the Security Agreement shall remain in full force and effect in accordance with their respective terms.
In witness whereof, the Company and Noteholder have caused this Agreement to be duly executed as of June 7, 2013.
Company: PCS Edventures!.com, Inc.
By: ___________________________
Robert O. Grover
Chief Executive Officer and Director
Noteholder:
By:
___________________________________________
Lender
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