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SUND > SEC Filings for SUND > Form 8-K/A on 14-Nov-2013All Recent SEC Filings

Show all filings for SUNDANCE STRATEGIES, INC.

Form 8-K/A for SUNDANCE STRATEGIES, INC.


14-Nov-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equi


Item 1.01 Entry into Material Definitive Agreement.

INTRODUCTION

Effective June 7, 2013, the Company entered into an Asset Transfer Agreement (the "ATA") with Del Mar Financial, S.a.r.l. ("DMF"). Under the ATA and related Exhibits to the ATA, PCH Financial S.a.r.l. ("PCH") retained a lien on certain of the DMF assets being transfer or acquired by the Company under the ATA, and the Company was obligated to make its initial payments under the ATA to PCH to obtain lien releases on these assets. Also effective June 7, 2013, the Company and Europa Settlement Advisors Ltd. ("Europa") executed and delivered a Structuring and Consulting Agreement (the "Europa Agreement") related to services that were rendered regarding the ATA, and other services to be rendered. The ATA and the Europa Agreement are fully described below under the caption "Previously Filed Agreements," and copies of these agreements have already been filed with the Securities and Exchange Commission and are referenced in Item 9.01 hereof. A number of additional agreements have been entered into by the Company and certain of these parties and other parties, which amend or clarify certain provisions of the ATA and the Europa Agreement, or which supplement issues related to the ATA or the Europa Agreement. These additional agreements are fully described below under the caption "New or Amended Agreements," and each such additional agreement is filed as an Exhibit to this Current Report. See Item 9.01. Not all of these agreements are believed to be material agreements, either because the matters covered thereby were minor in nature or because, at least in one case, the particular agreement only confirmed compliance by the Company with its obligations under the ATA; however, all of these agreements are included herein for consistency, as of their respective dates of execution and delivery, listed and described in order of first to last. Capitalized terms have the meanings ascribed to them under the caption Previously Filed Agreements," below, unless defined otherwise herein.

NEW OR AMENDED AGREEMENTS

Europa Structuring and Consulting Agreement ("Amendment No. 1")

This amendment to the Europa Agreement, effective August 28, 2013 ("Amendment No. 1"), confirmed that the $12,000,000 Compensation (the "Total Up Front Costs") payable to Europa by the Company, as defined below under the heading "Europa Structuring and Consulting Agreement" of the caption "Previously Filed Agreements," shall be reduced in the event the Cash Payment payable by the Company under the ATA exceeds $8,000,000, on a dollar for dollar basis. See the heading "Purchase Price" of the caption "Additional NIBs Acquisition," below.
A copy of Amendment No. 1 is filed as an Exhibit to this Current Report and is incorporated herein by reference. See Item 9.01.

Collateral Release Agreement from PCH to the Company

The Collateral Release Agreement executed and delivered by the Company and PCH on October 3, 2013, acknowledged full payment by the Company of all obligations to release the liens reserved by PCH as discussed in the ATA. The Company paid the Up Front Payment to PCH of $5,000,000 on the execution and the delivery of the ATA; and paid the Final PCH Payment of $1,000,000, along with an additional amount of $717,022.37 for other costs related to the ATA and the process of creating the Qualified NIBs due from DMF under the ATA, in exchange for the release of the lien by PCH on all of the assets acquired by the Company under the ATA. A total of $6,717,022.37 was paid to PCH under the ATA. See the heading "Purchase Price" of the caption "Additional NIBs Acquisition," below. A copy of the Collateral Release Agreement is filed as an Exhibit to this Current Report and is incorporated herein by reference. See Item 9.01.

Europa Structuring and Consulting Agreement (Amendment No. 2)

The second amendment to the Europa Agreement ("Amendment No. 2"), which was duly acknowledged and agreed upon by DMF, and Michael D. Brown ("Brown"), as the consultant under the Europa Agreement, and effective October 29, 2013, (i) discussed the proposed sale of some policies underlying certain NIBs acquired by the Company under the ATA (the "Proposed Sale") that may not have satisfied the requirements of Qualified NIBS under the ATA and to fund costs necessary to create the Qualified NIBs due from DMF under the ATA; (ii) outlined provisions to satisfy demands of Europa for an additional installment of $425,000 on its Structuring Fee under the


Europa Agreement and related to the structuring and consulting services rendered to the Company in regard to the ATA, with the understanding that these payments will be accounted for so that the Total Up Front Costs will not exceed $12,000,000; (iii) provided that as a condition of any such further payments, the Company shall be fully apprised of each step in the creation of the Qualifed NIBs and shall be allowed to review each such step and provide its input, along with having 14 days to review the Qualifed NIBs prior to a decision on whether to accept them; (iv) amended and clarified the Liquidated Damages payments due from DMF under the ATA, in the event of DMF's breach of its obligations under the ATA; (v) provided that the Promissory Note that will be due of the Company on the delivery by DMF of the Qualified NIBs under the ATA will be cross-collateralized by 50% of all of the Qualifed NIBs delivered by DMF under the ATA; and (vi) provided that no additional payments of any kind will be due by the Company to DMF or Europa until DMF has delivered the Company the $400,000,000 in Qualifed NIBs required under the ATA.

Additional Installment

The additional installment of $425,000 on the Europa Structuring Fee is payable as follows: $325,000 on October 18, 2013, which sum has been paid; $50,000 no later than November 15, 2013, assuming at least $90,000 in Qualifed NIBs have been delivered by DMF on or before November 1, 2013, and accepted by the Company within 14 days thereafter; and $50,000 no later than December 15, 2013, assuming at least $180,000 in Qualifed NIBs have been delivered by DMF on or before December 1, 2013, and accepted by the Company within 14 days thereafter.

Confirmation of Cash Payment and Additional Costs and Expenses Paid to Date

It was further confirmed that the Total Up Front Payment shall not exceed $12,000,000, and the parties acknowledged payments by the Company of $8,241,319.30 having been made by the Company, as outlined in Schedule A of Amendment No. 2, which included the payments to PCH.

Liquidated Damages Clarification

Regarding the clarification of the Liquidated Damages provisions of the ATA, under Amendment No. 2, both DFM and Europa shall be responsible for paying . . .



Item 3.02 Unregistered Sales of Equity Securities

As of November 12, 2013, the Company completed its $15,000,000 private placement of shares of its common stock comprised of "restricted securities" as defined in Rule 144 of the Securities and Exchange Commission, to "accredited investors" only, selling 3,018,500 shares for aggregate gross proceeds of $15,092,500.

1,384,000 of these shares were sold subsequent to the quarter ended September 30, 2013, for aggregate gross proceeds of $6,920,000. All subscriptions have been paid except three of the investors' subscriptions are due, respectively, on November 18, 2013 ($2,000,000); November 30, 2013 ($3,000,000); and December 15, 2013 ($1,500,000). The Company is obligated to pay introduction fees on these three investors' funds, on receipt of these funds, equal to 8% of the gross proceeds thereof or $520,000. It has paid $6,400 in introduction fees on two other


subscriptions received and paid subsequent to September 30, 2013. $100,000 was received for 20,000 of the shares subscribed in the quarter ended September 30, 2013. These shares have not yet been issued.

During the quarter ended September 30, 2013, the Company sold 170,500 shares for aggregate gross proceeds of $752,500. Payment for 20,000 of these subscribed shares ($100,000) was not received until after the quarter ended. It paid $36,000 in introduction fees related to four subscriptions received and paid during this quarter. These shares have not yet been issued.

1,464,000 of these shares were sold in the quarter ended June 30, 2013, for aggregate gross proceeds of $7,320,000. Introduction fees of $560,000 were paid to two parties that introduced three of the subscribers who purchased 1,400,000 of these shares for gross proceeds of $7,000,000; and two year warrants to purchase 70,000 shares of the Company's common stock at a price of $5.00 per share were also issued to one of these parties.

All of these shares were sold to persons who were "accredited investors" as defined in Rule 501 of Regulation D of the Securities and Exchange Commission, under Rule 506(b) thereof, and the offer and sale of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), by reason thereof. In addition, the Company claims exemptions from registration of the offer and sale of these shares under Sections 4(a)(2) and 4(a)(5) of the Securities Act, along with Regulation S, for foreign sales. State laws requiring the registration of the offer and sale of securities under Rule 506 are preempted by Section 18 of the Securities Act, though notices of the sales are required to be filed by the Company in the states where the shares were sold.



Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired: Not applicable.

(b)

Proforma financial information: Not applicable.

(c)

Exhibits:

Exhibit No.

Exhibit Description

10.1

Del Mar Financial, S.a.r.l. Asset Transfer Agreement (i)

Exhibit A-1 (Schedule of NIBs)

Exhibit A-2 (Schedule of Salt Creek Bonds)

Exhibit B (Life Insurance Policies)

Exhibit C (Wire Instructions [to be provided])

Exhibit D (Expenses)

Exhibit E (Form of Promissory Note)

Exhibit F (Form of Pledge Agreement)

Exhibit G (DMF Pledged Assets and Sub Debt)

Exhibit H (DMF Pledge Agreement)

Exhibit I (Company Pledge Agreement)

Exhibit J (DMF Assignment Agreement)

Exhibit K (Form of PCH Bill of Sale and Assignment)

Exhibit L (DMF Transfer Agreement to Company)

10.2

Europa Structuring and Consulting Agreement (ii)

10.3

Europa Structuring and Consulting Agreement (Amendment No. 1) (iii)

10.4

Collateral Release Agreement from PCH to the Company (iii)

Exhibit A - PCH Loan Repayment and Asset Transfer Agreement (iii)

Exhibit B - DMF Transfer Agreement (i)

Exhibit C - PCH Pledge Agreement - Exhibit I to DMF Transfer Agreement (i)

Exhibit D - Note (See Exhibit 10.7 below)

10.5

Europa Structuring and Consulting Agreement (Amendment No. 2) (iii)

10.6

Brown Exclusivity Agreement (iii)

10.7

Amended and Restated Secured Promissory Note of ANEW LIFE, INC. to DMF (iii)


10.8

Assignment Agreement of Amended and Restated Secured Promissory Note from the Company to DMF (iii)

Exhibit A-1 Note (See Exhibit 10.7 above)

Exhibit A-2 Pledge Agreement (iv)

Exhibit A-3 NIBs Transfer Agreement (iv)

10.9

Amended and Restated Assignment Agreement from DMF to Hyperion (iii)

Exhibit A-1 Note (See Exhibit 10.7 above)

Exhibit A-2 Pledge Agreement (iv)

Exhibit A-3 NIBs Transfer Agreement (iv)

10.10

Assignment of Buyback Rights of Amended and Restated Secured Promissory Note by DMF to the Company (iii)

Exhibit A-1 Note (See Exhibit 10.7 above)

Exhibit A-2 Assignment Agreement (See Exhibit 10.9 above)

(i)

This Exhibit was attached to the amended Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on September 19, 2013.

(ii)

This Exhibit was attached to the original Current Report on Form 8-K that was filed with the Securities and Exchange Commission on June 19, 2013.

(iii)

These Exhibits are attached hereto and incorporated herein by reference.

(iv)

The NIBs Transfer Agreement was attached to the amended Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on May 24, 2013. The Pledge Agreement was Exhibit E to such NIBs Transfer Agreement.

For additional information about the Company's new COO, see its Current Report on Form 8-K dated October 21, 2013, which was filed with the Securities and Exchange Commission on October 24, 2013

For additional information about the Company's business model and its initial NIBs acquisition referenced in paragraph 4, see its Current Report on Form 8-K dated March 29, 2013, which was filed with the Securities and Exchange Commission on April 5, 2013, along with its 8-KA Current Reports of the same date, which were respectively filed with the Securities and Exchange Commission on May 24, 2013, July 12, 2013, and September 12, 2013, and its Annual Report on Form 10-K for the fiscal year ended March 31, 2013, which was filed with the Securities and Exchange Commission on July 16, 2013.

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