0001213900-19-025480.txt : 20191206 0001213900-19-025480.hdr.sgml : 20191206 20191206123752 ACCESSION NUMBER: 0001213900-19-025480 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191205 ITEM INFORMATION: Other Events FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GI DYNAMICS, INC. CENTRAL INDEX KEY: 0001245791 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55195 FILM NUMBER: 191272488 BUSINESS ADDRESS: STREET 1: 320 CONGRESS STREET STREET 2: 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 781-357-3310 MAIL ADDRESS: STREET 1: 320 CONGRESS STREET STREET 2: 3RD FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: GI DYNAMICS INC DATE OF NAME CHANGE: 20030623 8-K 1 f8k120519_gidynamics.htm FORM 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): December 5, 2019

  

GI DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

  

Delaware   000-55195   84-1621425

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

320 Congress Street

Floor 3

Boston, MA 02210

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (781) 357-3300

 

 

(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:

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value US$0.01   GID.ASX   Australia Securities Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 

 

 

 

Item 8.01 Other Events.

 

GI Dynamics, Inc. (the “Company”) provided written notice to Crystal Amber Fund Limited (“Crystal Amber”) requesting the full draw amount of $4,596,893 (the “Advance”) under that certain senior unsecured convertible promissory note issued on August 21, 2019 (the “August 2019 Note”) to be funded on December 6, 2019.

 

On December 5, 2019, after further discussion with Crystal Amber, in accordance with Section 1(d) of the August 2019 Note, the Company agreed to allow Crystal Amber to elect to structure the timing and amount of each funding tranche for the Advance at its sole discretion, provided that the full amount of the Advance of $4,596,893 be received on or before January 15, 2020. Subject to stockholder approval, Crystal Amber will be issued a warrant to purchase up to 229,844,650 CHESS Depositary Interests (“CDIs”) (or the corresponding number of shares of common stock) at an exercise price per CDI equal to US$0.02, subject to adjustment (the “August 2019 Warrant”). The number of CDIs available for purchase under the August 2019 Warrant will be proportional to the principal balance outstanding under the August 2019 Note.

    

 

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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.

  

  GI DYNAMICS, INC.
     
Date: December 6, 2019 By: /s/ Charles R. Carter
    Charles R. Carter
    Chief Financial Officer

 

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