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XFCH > SEC Filings for XFCH > Form 8-K on 25-Oct-2012All Recent SEC Filings

Show all filings for X-FACTOR COMMUNICATIONS HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Regulation FD

Item 1.01. Entry into a Material Definitive Agreement.

The following discussion provides only a brief description of the documents described below. The discussion is qualified in its entirety by the full text of the agreements, copies of which are included as Exhibits to this report.

New Jersey Economic Development Authority

Fourth Modification of Convertible Loan Agreement and Fourth Amendment to Secured Convertible Promissory Note

On October 19, 2012, X-Factor Communications, LLC ("X-Factor"), the wholly-owned subsidiary of X-Factor Communications Holdings, Inc. (the "Company"), entered into a Fourth Modification of Convertible Loan Agreement (the "Fourth Amended Loan Agreement) and the corresponding Fourth Amendment to Secured Convertible Promissory Note (the "Fourth Amended Note") with New Jersey Economic Development Authority (the "NJEDA") pursuant to which the parties agreed, in connection with that certain Secured Convertible Promissory Note, dated July 31, 2009, in an aggregate principal amount of $500,000, by and between X-Factor and NJEDA (the "Original NJEDA Note"), to extend the maturity date of the loan until August 1, 2016. The parties also agreed effective as of October 1, 2012, to the restructure of the terms of repayment of the loan. In accordance with the terms and conditions of the Fourth Amended Note the parties agreed that the outstanding principal amount due would be repaid as follows i) 3 monthly installments of principal plus interest commencing on May 1, 2012 and ending July 1, 2012, ii) interest-only payments commencing on August 1, 2012 and ending on August 1, 2016 (the "Maturity Date), and (ii) commencing in 2013, the outstanding principal amount shall be due and payable on July 1: (A) in 2013 in an amount equal to 4% of 2012 revenues, (B) in 2014 in an amount equal to 5% of 2013 revenues, (C) in 2015 in an amount equal to 6% of 2014 revenues and (D) in 2016 in an amount equal to 7% of 2015 revenues. Revenue percentage calculation shall be supported by annual certified public accountant prepared financial statements or tax returns, or management prepared financial statements certified by an officer of X-Factor if financial statements are not completed yearly by April 15.

Warrant to Purchase 27,521 Shares of Common Stock

In addition, in consideration of the restructuring of the Fourth Amended Note as described above, the Company issued to NJEDA an additional warrant to purchase 27,521 shares of common stock of the Company at an exercise price of $0.75 per share ("Warrant No. 3").

Item 7.01 Regulation FD Disclosure

On October 22, 2012, the Company issued a press release. A copy of the press release is attached to this Current Report as exhibit 99.1 and made a part of this Item 7.01.

Item 9.01 Exhibits

(d) Exhibits

99.1 Press Release issued October 22, 2012.

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