0001017386-13-000211.txt : 20130815 0001017386-13-000211.hdr.sgml : 20130815 20130815143607 ACCESSION NUMBER: 0001017386-13-000211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130815 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130815 DATE AS OF CHANGE: 20130815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Liberator, Inc. CENTRAL INDEX KEY: 0001374567 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 593581576 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53314 FILM NUMBER: 131041824 BUSINESS ADDRESS: STREET 1: 2745 BANKERS INDUSTRIAL DRIVE CITY: ATLANTA STATE: GA ZIP: 30360 BUSINESS PHONE: 770-246-6426 MAIL ADDRESS: STREET 1: 2745 BANKERS INDUSTRIAL DRIVE CITY: ATLANTA STATE: GA ZIP: 30360 FORMER COMPANY: FORMER CONFORMED NAME: WES Consulting, Inc. DATE OF NAME CHANGE: 20060905 8-K 1 liberator_2013aug15-8k.htm AMENDMENT NO.2 TO 3% CONVERTIBLE PROMISSORY NOTE

 

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): August 15, 2013 

 

Liberator, Inc.

(Exact name of registrant as specified in Charter)

 

Florida   000-53314   59-3581576

(State or other jurisdiction of

incorporation)

   (Commission File No.)   (IRS Employer Identification No.)

 

2745 Bankers Industrial Drive

Atlanta, GA 30360

 (Address of Principal Executive Offices)

 

(770) 246-6400

 (Registrant’s telephone number, including area code)

 

 

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):

 

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 8.01 Other Events.

 

On August 15, 2013, the Registrant reached an agreement with the holder of the 3% Convertible Promissory Note dated June 24, 2009, as amended, to extend the maturity date to August 15, 2014 and amend the Conversion Price, as defined under the note, to $.125. A copy of Amendment No. 2 to the 3% Convertible Promissory Note is furnished herewith as Exhibit 10.1. The description of the transactions contemplated by the amendment set forth herein do not purport to be complete and are qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated by this reference.

 

 

Item 9.01  Financial Statements and Exhibits.

 

(d)              Exhibits

 

ExhibitNo.   Description
     
 10.1   Amendment No.2 to 3% Convertible Promissory Note
     

 

 

 

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.

 

 

Liberator, Inc.

(Registrant)

     
Date: August 15, 2013 By: /s/ Ronald P. Scott
   

Ronald P. Scott

Chief Financial Officer

 

 

 EX-10.1 2 exhibit_10-1.htm AMENDMENT NO.2 TO 3% CONVERTIBLE PROMISSORY NOTE

Exhibit 10.1

AMENDMENT NO. 2 TO 3% CONVERTIBLE PROMISSORY NOTE

This Amendment No. 2 to 3% Convertible Note (the “Amendment”) effective August 15, 2013, by and among Liberator, Inc. (formerly known as Remark Enterprises, Inc., a Nevada corporation), a Florida corporation (the “Borrower”) and Hope Capital Inc., a New York corporation (the “Lender”) amends that certain 3% Convertible Promissory Note issued on June 24, 2009, as amended on August 15, 2012, in the principal amount of $375,000 by and between the Borrower and Lender (the “Note”).

WHEREAS, on June 24, 2009, the Borrower issued to the Lender the Note (Note No.: 1.01); and on August 15, 2012 the Company and Borrower amended the Note (the “Amendment No. 1”) (the Note and Amendment No. 1 collectively referred to herein as, the “Note”);

WHEREAS, the Note is convertible into securities of the Borrower; and

WHEREAS, the “Maturity Date” as defined under the Note is August 15, 2013; and

WHEREAS, the Borrower desires to retain its current working capital and to extend the Maturity Date; and

WHEREAS, the parties desire to amend the “Conversion Price” as defined under the Note;

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the parties agree as follows:

1.Amendment to Maturity Date. The Maturity Date, as defined under the Note, shall be August 15, 2014.
  
2.Amendment to Conversion Price. The Conversion Price, as defined under the Note, shall be $0.125.

 

3.Capitalized Terms. All capitalized terms which have not been defined shall have the meaning contained in the Note.

 

4.Ratification of the Note. In all other respects, the Note is ratified and confirmed.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment to the Note, effective as of the date first written above.

 

 

BORROWER LENDER

LIBERATOR, INC.

 

 HOPE CAPITAL INC.
   
/s/ Louis S. Friedman /s/ Curt Kramer
Louis S. Friedman, Chief Executive Officer Curt Kramer, President