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GTMM > SEC Filings for GTMM > Form 8-K on 31-Jan-2014All Recent SEC Filings

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Form 8-K for GUITAMMER CO


31-Jan-2014

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement

On January 27, 2014, the Guitammer Company (the Company) entered into a Note Restatement Agreement with Forest Capital LLC with a revised principal balance of $162,106.52, which is the sum of (a) $150,000, the original unpaid principal amount of the 2011 Note, plus (b) $12,106.52, which is the unpaid accrued interest on that original unpaid principal balance computed from January 1, 2013 through January 3, 2014, and which is being converted into unpaid principal as of January 3, 2014 (the "Forest Revised Note"). All accrued and unpaid interest on the Forest Revised Note is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Forest Revised Note is payable in full on January 3, 2016.

The Forest Revised Note may be prepaid in full or in part at any time, without penalty. The Company shall make a mandatory principal prepayment of $12,106.52 within two business days of the receipt after January 27, 2014 by the Company of additional new equity financing that aggregates to at least $100,000 to the Company.

Also on January 27, 2014, the Company entered into a Loan Agreement with The Walter Doyle Trust for the sum of $50,000, with interest on the unpaid principal balance computed from the date of this loan until paid in full at the rate equal to the Wall Street Journal Prime Rate plus 4.75% (which is a rate of 8.00% as of the date of this loan), compounded annually (the "Doyle Trust Loan"). All accrued and unpaid interest on the Doyle Trust Loan is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Doyle Trust Loan is payable in full on January 3, 2016.

As an additional inducement to make the Doyle Trust Loan and accept the Forest Revised Note, the Company issued to Forest Capital an aggregate of 724,000 new warrants at an exercise price of $0.24 per share, of which 400,000 new warrants are in consideration of the Doyle Trust Loan and 324,000 new warrants the Forest Revised Note. The new warrants will expire on January 27, 2017, but shall have their expiration date extended to January 27, 2019 if either or both of the Forest Revised Note and/or the Doyle Trust Loan are not paid in full by January 3, 2016.

Also on January 27, 2014, the Company entered into a Note Restatement Agreement with the Julie Jacobs Trust with a revised principal balance of $108,071.01, which is the sum of (a) $100,000, the original unpaid principal amount of the 2011 Note, plus (b) $8,071.01, which is the unpaid accrued interest on that original unpaid principal balance computed from January 1, 2013 through January 3, 2014, and which is being converted into unpaid principal as of January 3, 2014. (the "Jacobs Revised Note"). All accrued and unpaid interest on the Jacobs Revised Note is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Jacobs Revised Note is payable in full on January 3, 2016.

The Jacobs Revised Note may be prepaid in full or in part at any time, without penalty. The Company shall make a mandatory principal prepayment of $8,071.01 within two business days of the receipt after January 27, 2014 by the Company of additional new equity financing that aggregates to at least $100,000 to the Company.


Also on January 27, 2014, the Company entered into a Loan Agreement with the Julie Jacobs Trust for the sum of $50,000, with interest on the unpaid principal balance computed from the date of this loan until paid in full at the rate equal to the Wall Street Journal Prime Rate plus 4.75% (which is a rate of 8.00% as of the date of this loan), compounded annually (the "Jacobs Trust Loan"). All accrued and unpaid interest on the Jacobs Trust Loan is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Jacobs Trust Loan is payable in full on January 3, 2016.

As an additional inducement to make the Jacobs Trust Loan and accept the Jacobs Revised Note, the Company issued to the Julie Jacobs Trust an aggregate of 616,000 new warrants at an exercise price of $0.24 per share, of which 400,000 new warrants are in consideration of the Jacob Trust Loan and 216,000 new warrants for the Jacobs Revised Note. The new warrants will expire on January 27, 2017, but shall have their expiration date extended to January 27, 2019 if either or both of the Jacob Revised Note and/or the Jacobs Trust Loan are not paid in full by January 3, 2016.

Item 9.01           Financial Statements and Exhibits.

(d)      Exhibits

   10.15E  Forest Capital $150,000 Second Restated Promissory Note Rev 01272014
   10.26C  Jacobs Trust $100,000 Second Restated Promissory Note Rev 01272014
   10.46   Walter Doyle Trust $50,000 Promissory Note 01272014
   10.47   Julie Jacobs Trust $50,000 Promissory Note 01272014

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