Delaware
|
000-54344
|
30-0457914
|
||
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
||
·
|
The Investors waived the requirement, under the third consent and waiver agreement, dated September 23, 2011, among the Company and the parties identified on the signature pages thereto, that the Company increase its authorized shares of common stock to 500,000,000 shares by December 1, 2011.
|
·
|
The Company agreed to use its best efforts to effect a 10-to-1 reverse split of its common stock by April 1, 2012.
|
·
|
The Investors waived the application of the last sentence of Section 3.3 of each of the warrants issued pursuant to the subscription agreements entered into by the Company in November 2010 and April 2011, with respect to (i) the Conversion and Exercise Price Reduction, and (ii) any future action taken by the Company, such that, as of the date of the Waiver Agreement, the last sentence of such warrants will be deemed to have been removed, and there will be no further adjustment of the number of shares of common stock underlying such warrants that may be purchased upon full exercise of each of such warrants, as a result of (a) the Conversion and Exercise Price Reduction, or (b) any future action by the Company.
|
·
|
The Investors waived the Company’s obligation to comply with Schedule 9(e) to the subscription agreement entered into by the Company in August 2011, such that the Company’s use of proceeds from the sale of securities under such subscription agreement will be in the Company’s sole discretion.
|
Exhibit Number
|
Description
|
||
10.1
|
Note and Warrant Amendment, dated November 15, 2011, among the Company and the parties identified on the signature pages thereto.
|
||
10.2
|
Fourth Consent and Waiver Agreement, dated November 15, 2011, between the Company and the parties identified on the signature pages thereto.
|
THE BRAINY BRANDS COMPANY, INC.
|
|||
Dated: November 18, 2011
|
By:
|
/s/ John Benfield
|
|
Name: John Benfield
|
|||
Title: Chief Executive Officer
|
|||
THE BRAINY BRANDS COMPANY INC.
the “Company”
|
|||
By:
|
/s/ John Benfield | ||
ALPHA CAPITAL ANSTALT | WHALEHAVEN CAPITAL FUND LIMITED | ||||
By: |
/s/ Konrad Ackerman
|
By: |
/s/ Eric Weisblum
|
||
Name: Konrad Ackerman
|
Name: Eric Weisblum
|
||||
Title: Director
|
Title:
|
||||
Principal Amount of Notes held: $500,000 (11/24/10) | Principal Amount of Notes held: $500,000 (11/24/10) | ||||
Principal Amount of Notes held: $137,500 (4/18/11) | Principal Amount of Notes held: $125,000 (4/18/11) | ||||
Principal Amount of Notes held: $137,500 (5/20/11) | Principal Amount of Notes held: $125,000 (5/20/11) | ||||
Principal Amount of Notes held: $72,800 (8/11/11) | Principal Amount of Notes held: $65,000 (8/11/11) | ||||
Principal Amount of Notes held: $75,000 (9/23/11) | Principal Amount of Notes held: $25,000 (9/23/11) | ||||
FLM HOLDINGS LLC | FJD HOLDINGS LLC | ||||
By: | /s/ Samuel DelPresto | By: | /s/ Frank D’Agostino Jr. | ||
Name: Samuel DelPresto | Name: Frank D’Agostino Jr. | ||||
Title: Managing Member | Title: Managing Member | ||||
Principal Amount of Notes held: $206,488.89 (11/24/10) | Principal Amount of Notes held: $250,000 (11/24/10) | ||||
Principal Amount of Notes held: $150,000 (4/18/11)
|
|||||
Principal Amount of Notes held: $150,000 (5/20/11)
|
|||||
Principal Amount of Notes held: $25,000 (9/23/11)
|
BRILLIANT SINO INVESTMENT LIMITED
|
|||||
By: | /s/ Andrew Lee | ||||
Name: Andrew Lee | |||||
Title: Director | |||||
Principal Amount of Notes held: $300,000 (5/5/11) | |||||
Principal Amount of Notes held: $10,000 (9/23/11)
|
BRIO CAPITAL L.P. | EDWARD KARR | ||||
By: | /s/ Shaye Hirsch | /s/ Edward Karr | |||
Name: Shaye Hirsch | |||||
Title: Managing Partner | |||||
Principal Amount of Notes held: $150,000 (11/24/10)
|
Principal Amount of Notes held: $100,000 (11/24/10) | ||||
Principal Amount of Notes held: $37,500 (4/18/11)
|
Principal Amount of Notes held: $10,000 (9/23/11) | ||||
Principal Amount of Notes held: $37,500 (5/20/11)
|
|||||
Principal Amount of Notes held: $20,800 (8/11/11)
|
|||||
Principal Amount of Notes held: $10,000 (9/23/11)
|
ADVENTURE VENTURES LLC | OSHER CAPITAL PARTNERS LLC | ||||
By: | /s/ Ari Kluger | By: | /s/ Ari Kluger | ||
Name: | |||||
Title: | |||||
Principal Amount of Notes held: $125,000 (11/24/10) | Principal Amount of Notes held: $125,000 (11/24/10) | ||||
Principal Amount of Notes held: $36,400 (8/11/11)
|
Principal Amount of Notes held: $62,500 (4/18/11) | ||||
Principal Amount of Notes held: $62,500 (5/20/11) |
MAIELLA INVESTMENT HOLDINGS LLC | BRISTOL INVESTMENT FUND, LTD. | ||||
By: | /s/ Gerard Adams | By: | /s/ Paul Kessler | ||
Name: Gerard Adams | Name: Paul Kessler | ||||
Title: | Title: Director | ||||
Principal Amount of Notes held: $150,000 (11/24/10) | Principal Amount of Notes held: $280,000 (11/24/10) | ||||
Principal Amount of Notes held: $50,000 (4/18/11) | |||||
Principal Amount of Notes held: $50,000 (5/20/11) | |||||
Principal Amount of Notes held: $25,000 (8/11/11) | |||||
Principal Amount of Notes held: $25,000 (9/23/11) |
BRISTOL CAPITAL ADISORS
PROFIT SHARING PLAN
|
BRISTOL CAPITAL, LLC | ||||
By: | /s/ Gerard Adams | By: | /s/ Paul Kessler | ||
Name: Gerard Adams | Name: Paul Kessler | ||||
Title: Authorized Signatory | Title: Manager | ||||
Principal Amount of Notes held: $40,000 (11/24/10) | Principal Amount of Notes held: $80,000 (11/24/10) | ||||
Principal Amount of Notes held: $50,000 (4/18/11) | |||||
Principal Amount of Notes held: $50,000 (5/20/11) |
BRISTOL CAPITAL ADISORS
PROFIT SHARING PLAN
|
BRISTOL CAPITAL, LLC | ||||
By: | /s/ Gerard Adams | By: | /s/ Paul Kessler | ||
Name: Gerard Adams | Name: Paul Kessler | ||||
Title: Authorized Signatory | Title: Manager | ||||
Principal Amount of Notes held: $40,000 (11/24/10) | Principal Amount of Notes held: $80,000 (11/24/10) | ||||
Principal Amount of Notes held: $50,000 (4/18/11) | |||||
Principal Amount of Notes held: $50,000 (5/20/11) |
WHALEHAVEN OPPORTUNITIES FUND L.P.
|
AMPERSAND MANAGEMENT AS TRUSTEE OF THE MUNT TRUST | ||||
By: | /s/ Eric Weisblum | By: | /s/ Jean Paul Le Coeq/Isabelle Spaeth | ||
Name: Eric Weisblum | Name: Jean Paul Le Coeq/Isabelle Spaeth | ||||
Title: Partner | Title: Authorized Signatories | ||||
Principal Amount of Notes held: $25,000 (4/18/11) | Principal Amount of Notes held: $25,000 (4/18/11) | ||||
Principal Amount of Notes held: $25,000 (5/20/11) | principal Amount of Notes held: $25,000 (5/20/11) |
CANYONS TRUST
|
PARK INVESTMENT HOLDINGS, LLC | ||||
By: | /s/ James F. Heekin Jr. | By: | /s/ Steven Spiegel | ||
Name: James F. Heekin Jr. | Name: Steven Spiegel | ||||
Title: Its Trustee | Title: | ||||
Principal Amount of Notes held: $50,000 (4/18/11) | Principal Amount of Notes held: $37,500 (4/18/11) | ||||
Principal Amount of Notes held: $25,000 (5/20/11) | principal Amount of Notes held: $37,500 (5/20/11) |
THE BRAINY BRANDS COMPANY INC.
the “Company”
|
|||
|
/s/ John Benfield | ||
By: John Benfield | |||
THE BRAINY BRANDS COMPANY INC.
|
|||
the “Company” | |||
|
By:
|
/s/ John Benfield | |
ALPHA CAPITAL ANSTALT | WHALEHAVEN CAPITAL FUND LIMITED | |||
By: |
/s/ Konrad Ackerman
|
By: |
/s/ Eric Weisblum
|
|
Name: Konrad Ackerman
|
Name: Eric Weisblum
|
|||
Title: Director
|
Title:
|
|||
Principal Amount of Notes held: $500,000 (11/24/10)
|
Principal Amount of Notes held: $500,000 (11/24/10)
|
|||
Principal Amount of Notes held: $137,500 (4/18/11)
|
Principal Amount of Notes held: $125,000 (4/18/11)
|
|||
Principal Amount of Notes held: $137,500 (5/20/11)
|
Principal Amount of Notes held: $125,000 (5/20/11)
|
|||
Principal Amount of Notes held: $72,800 (8/11/11)
|
Principal Amount of Notes held: $65,000 (8/11/11)
|
|||
Principal Amount of Notes held: $75,000 (9/23/11)
|
Principal Amount of Notes held: $25,000 (9/23/11)
|
|||
FLM HOLDINGS LLC
|
FJD HOLDINGS LLC | |||
By: |
/s/ Samuel DelPresto
|
By: | /s/ Frank D’Agostino Jr | |
Name: Samuel DelPresto
|
Name: Frank D’Agostino Jr.
|
|||
Title: Managing Member
|
Title: Managing Member
|
|||
Principal Amount of Notes held: $206,488.89 (11/24/10)
|
Principal Amount of Notes held: $250,000 (11/24/10)
|
|||
Principal Amount of Notes held: $150,000 (4/18/11)
|
||||
Principal Amount of Notes held: $150,000 (5/20/11)
|
||||
Principal Amount of Notes held: $25,000 (9/23/11)
|
BRIO CAPITAL L.P. | EDWARD KARR | |||
By: |
/s/ Shaye Hirsch
|
By: |
/s/ Edward Karr
|
|
Name: Shaye Hirsch
|
Principal Amount of Notes held: $100,000 (11/24/10)
|
|||
Title: Managing Partner
|
Principal Amount of Notes held: $10,000 (9/23/11)
|
|||
Principal Amount of Notes held: $150,000 (11/24/10)
|
||||
Principal Amount of Notes held: $37,500 (4/18/11)
|
||||
Principal Amount of Notes held: $37,500 (5/20/11)
|
||||
Principal Amount of Notes held: $20,800 (8/11/11)
|
||||
Principal Amount of Notes held: $10,000 (9/23/11)
|
||||
ADVENTURE VENTURES LLC | OSHER CAPITAL PARTNERS LLC | |||
By: |
/s Ari Kluger
|
By: |
/s Ari Kluger
|
|
Name:
|
Name:
|
|||
Title:
|
Title:
|
|||
Principal Amount of Notes held: $125,000 (11/24/10)
|
Principal Amount of Notes held: $125,000 (11/24/10)
|
|||
Principal Amount of Notes held: $36,400 (8/11/11)
|
Principal Amount of Notes held: $62,500 (4/18/11)
|
|||
Principal Amount of Notes held: $62,500 (5/20/11)
|
||||
MAIELLA INVESTMENT HOLDINGS LLC | BRISTOL INVESTMENT FUND, LTD. | |||
By: |
/s/ Gerard Adams
|
By: |
/s/ Paul Kessler
|
|
Name: Gerard Adams
|
Name: Paul Kessler
|
|||
Title:
|
Title: Director
|
|||
Principal Amount of Notes held: $150,000 (11/24/10)
|
Principal Amount of Notes held: $280,000 (11/24/10)
|
|||
Principal Amount of Notes held: $50,000 (4/18/11)
|
||||
Principal Amount of Notes held: $50,000 (5/20/11)
|
||||
Principal Amount of Notes held: $25,000 (8/11/11)
|
||||
Principal Amount of Notes held: $25,000 (9/23/11)
|
||||
BRISTOL CAPITAL ADISORS | BRISTOL CAPITAL, LLC | |||
PROFIT SHARING PLAN | ||||
By: |
/s/ Paul Kessler
|
By: |
Name: Paul Kessler
|
|
Name:Paul Kessler |
By: /s/ Paul Kessler
|
|||
Title: Authorized Signatory
|
Title: Manager
|
|||
Principal Amount of Notes held: $40,000 (11/24/10)
|
Principal Amount of Notes held: $80,000 (11/24/10)
|
|||
Principal Amount of Notes held: $50,000 (4/18/11)
|
||||
Principal Amount of Notes held: $50,000 (5/20/11)
|
WHALEHAVEN OPPORTUNITIES FUND L.P. | AMPERSAND MANAGEMENT AS TRUSTEE | |||
OF THE MUNT TRUST | ||||
By: |
/s/ Eric Weisblum
|
By: |
/s/ Jean Paul Le Coeq/Isabelle Spaeth
|
|
Name: Eric Weisblum
|
Name: Jean Paul Le Coeq/Isabelle Spaeth
|
|||
Title: Partner
|
Title: Authorized Signatories
|
|||
Principal Amount of Notes held: $25,000 (4/18/11)
|
Principal Amount of Notes held: $25,000 (4/18/11)
|
|||
Principal Amount of Notes held: $25,000 (5/20/11)
|
principal Amount of Notes held: $25,000 (5/20/11)
|
|||
CANYONS TRUST | PARK INVESTMENT HOLDINGS, LLC | |||
By: |
/s/ James F. Heekin Jr.
|
By: |
/s/ Steven Spiegel
|
|
Name: James F. Heekin Jr.
|
Name: Steven Spiegel
|
|||
Title: Its Trustee
|
Title:
|
|||
Principal Amount of Notes held: $50,000 (4/18/11)
|
Principal Amount of Notes held: $37,500 (4/18/11)
|
|||
Principal Amount of Notes held: $50,000 (5/20/11)
|
principal Amount of Notes held: $37,500 (5/20/11)
|
|||
THE BRAINY BRANDS COMPANY INC.
|
|||
the “Company”
|
|||
|
|
/s/ John Benfield | |
By: John Benfield
|
|||