0001193125-15-392032.txt : 20151201 0001193125-15-392032.hdr.sgml : 20151201 20151201161632 ACCESSION NUMBER: 0001193125-15-392032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151124 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20151201 DATE AS OF CHANGE: 20151201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20190 FILM NUMBER: 151262615 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 8-K 1 d15437d8k.htm FORM 8-K 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): November 24, 2015

 

 

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

 

COMMISSION FILE NUMBER: 0-20190

 

DELAWARE   14-1673067

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

Connell Corporate Center

300 Connell Drive, 5th Floor

Berkeley Heights, New Jersey 07922

(Address and zip code of principal executive offices)

(908) 787-1700

(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:

 

  ¨ 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))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On November 24, 2015, Authentidate Holding Corp. (the “Company”) entered into agreements with the holders of outstanding promissory notes in the aggregate principal amount of $1,450,000 that were previously due (the “Prior Notes”) in order to further extend the maturity date of the Prior Notes to the earlier of (i) December 2, 2015, or (ii) immediately prior to the closing of the transaction contemplated by that certain Agreement and Plan of Merger dated as of November 18, 2015 by and among the Company, RMS Merger Sub, LLC and Peachstate Health Management, LLC (d/b/a AEON Clinical Laboratories). No other terms of the Prior Notes were modified. The holders of the Prior Notes are Lazarus Investment Partners LLLP, which is the beneficial owner of approximately 29% of the Company’s common stock and which holds a Prior Note in the principal amount of $500,000, and an entity controlled by Douglas B. Luce, the brother of J. David Luce, a member of the Board of Directors of the Company, which holds a Prior Note in the principal amount of $950,000. The Company is engaged in ongoing discussions with the holders of the Prior Notes regarding these obligations and as previously disclosed, may agree to further extensions of their maturity dates and otherwise to amend the rights of these debt holders, including granting conversion rights for previously unconvertible instruments, and/or issuing additional warrants, as part of these ongoing discussions.

 

2

SIGNATURE

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.

 

AUTHENTIDATE HOLDING CORP.
By:  

/s/ Ian C. Bonnet

Name:   Ian C. Bonnet
Title:   Chief Executive Officer

Date: December 1, 2015

 

3