0000892251-12-000082.txt : 20120802 0000892251-12-000082.hdr.sgml : 20120802 20120802162709 ACCESSION NUMBER: 0000892251-12-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120730 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zoo Entertainment, Inc CENTRAL INDEX KEY: 0001326652 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34796 FILM NUMBER: 121003803 BUSINESS ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 BUSINESS PHONE: 513.824.8297 MAIL ADDRESS: STREET 1: 3805 EDWARDS ROAD, STREET 2: SUITE 400 CITY: CINCINNATI, STATE: OH ZIP: 45209 FORMER COMPANY: FORMER CONFORMED NAME: Driftwood Ventures, Inc. DATE OF NAME CHANGE: 20050510 8-K 1 form8k073012.htm FORM 8-K JULY 30, 2012 form8k073012.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): July 30, 2012

 
 
INDIEPUB ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-34796
71-1033391
     
(State or Other Jurisdiction
(Commission File Number)
(I.R.S. Employer
of Incorporation)
  
Identification No.)

11258 Cornell Park Drive, Suite 608
Blue Ash, OH  45242
 (Address of principal executive
offices including zip code)
(513) 824-8297
 (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:

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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 
 
 


Item 1.01
Entry Into a Definitive Material Agreement.
 
           Effective July 30, 2012,  indiePub Entertainment, Inc. (formerly Zoo Entertainment, Inc.), a Delaware corporation (“indiePub Entertainment” or the “Company”), Zoo Games, Inc., a Delaware corporation (“Zoo Games”), Zoo Publishing, Inc., a New Jersey corporation (“Zoo Publishing”), and indiePub, Inc., a Delaware corporation (“indiePub,” and, together with the Company, Zoo Games and Zoo Publishing, the “Borrowers”), and MMB Holdings LLC, a Delaware limited liability company ( “MMB”), entered into the First Amendment to Loan and Security Agreement (the “LSA Amendment”), pursuant to which the parties agreed to amend that certain Loan and Security Agreement dated as of March 9, 2012, by and between the Borrowers and MMB (the “LSA”).
 
Pursuant to the LSA Amendment,  MMB agreed to provide up to $1,600,000.00 in additional funding (the “Additional Funding”) to the Borrowers under the LSA.  The Additional Funding shall bear interest at the lesser of a rate of 15% per annum, or the maximum rate permitted by law.
 
In connection with the LSA Amendment, the Company issued MMB a warrant to purchase an additional 4,000,000 shares of indiePub Entertainment common stock at $0.40 per share (the “Additional Warrant”). The Additional Warrant may be exercised any time prior to July 30, 2017.
 
MMB, a limited liability company organized under the laws of Delaware, is owned by David E. Smith, a former director of the Company, Jay A. Wolf, Executive Chairman of the Board of Directors of the Company, and certain other parties.  Mr. Smith is the managing member of Mojobear Capital LLC, which, in turn, is the managing member of MMB.
 
The foregoing description of the LSA Amendment  does not purport to be complete and is qualified in their entirety by reference to such instrument, a copy of which the Company intends to file with its next periodic report.


 
 


















 
 
 








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.
 
 
 
indiePub Entertainment, Inc.
  
       
Date: August 2, 2012
By:
/s/ Mark Seremet     
  
   
Mark Seremet
President and Chief Executive Officer