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GLOW > SEC Filings for GLOW > Form 8-K on 13-Aug-2013All Recent SEC Filings

Show all filings for GLOWPOINT, INC.

Form 8-K for GLOWPOINT, INC.


13-Aug-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement

Exchange Agreement

On August 9, 2013, Glowpoint, Inc. (the "Company") entered into a Series B-1 Preferred Exchange Agreement (the "Agreement"), by and between the Company and GP Investment Holdings, LLC ("GPI"), whereby, the Company has agreed to exchange (the "Exchange Transaction") 95 shares (the "Shares") of the Company's Series B-1 Preferred Stock (the "Preferred Stock") for 6,333,333 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). Each share of Preferred Stock has a stated value of $100,000 per share and a liquidation preference equal to the stated value plus all accrued and unpaid dividends. As of August 9, 2013, the liquidation preference for the Shares was approximately $9,736,000, representing an effective conversion price for the Common Stock issued in the Exchange Transaction of $1.54 per share. The Exchange Transaction closed on August 9, 2013.

GPI acquired the Shares pursuant to a private sale by and between GPI and Vicis Capital Master Fund ("Vicis"), whereby, Vicis sold its entire portfolio of the Company's Common Stock (consisting of 8,942,805 shares) and Preferred Stock (consisting of the Shares), to GPI. After giving effect to the Exchange Transaction, GPI holds 15,276,138 shares of the Company's Common Stock.

The Agreement contains customary representations and warranties and indemnification provisions.

Registration Rights Agreement

In connection with the Agreement, the Company entered into a Registration Rights Agreement (the "Registration Agreement"), by and between the Company and GPI, whereby, the Company has agreed to use its best efforts to file a registration statement, covering 6,333,333 shares of Common Stock, with the Securities and Exchange Commission no later than ninety (90) days after August 9, 2013. Pursuant to the Registration Agreement, GPI has agreed not to sell any shares of Common Stock held by it for a period of one (1) year after the execution of the Registration Agreement, with some customary exceptions.

The Registration Agreement contains customary representations and warranties and indemnification provisions.

The foregoing descriptions of the Agreement and Registration Agreement are only summaries thereof and are qualified in their entirety by reference to the full text of each of the Agreement and Registration Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.



Item 9.01 Financial Statements and Exhibits

The following exhibits are included with this report:

Exhibit No.   Description
10.1          Series B-1 Preferred Exchange Agreement, dated as of August 9, 2013, by
              and between Glowpoint, Inc. and GP Investment Holdings, LLC.
10.2          Registration Rights Agreement, dated as of August 9, 2013, by and
              between Glowpoint, Inc. and GP Investment Holdings, LLC.


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