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SUND > SEC Filings for SUND > Form 8-K/A on 27-May-2014All Recent SEC Filings

Show all filings for SUNDANCE STRATEGIES, INC.

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


27-May-2014

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 our 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 was previously filed as an Exhibit to our amended Current Report on Form 8-K dated June 27, 2013, and filed with the Securities and Exchange Commission on November 14, 2013. 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 our obligations under the ATA; however, all of these agreements have been included in our filings 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 that 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 was filed as an Exhibit to our previously filed Current Report, as referenced above, 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 was filed as an Exhibit to our previously filed Current Report, as referenced above, 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 our 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 . . .



Item 3.02 Unregistered Sales of Equity Securities

As of November 12, 2013, we announced that we had completed our $15,000,000 private placement of shares of our 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. Two subscriptions had been extended until February 15, 2014. $500,000 (January, 2014) and $700,000 (March 2014) has been paid on one of these subscriptions, leaving $300,000 due.


All subscriptions have been paid except the subscriptions of these two investors, respectively amounting to $300,000 (see above) and $3,000,000, for an aggregate of 660,000 shares, which subscriptions have been extended until June 30, 2014, at which time they will be cancelled unless paid. The investor on the larger of the two subscriptions is awaiting receipt of funds from a contract to which it or its associated entities is party, though this investor has adequate funds to pay this subscription; regardless, no assurance can be given that either of these subscriptions will be paid prior to June 30, 2014, or at all.

Two year warrants to purchase 70,000 shares of our common stock at a price of $5.00 per share were also issued to a party that had introduced one of our investors; and certain introduction fees were also paid solely for other introductions. $586,400 in introduction fees were paid through our quarter ended December 31, 2013; and an aggregate of $96,000 in introduction fees were paid in connection with the subscription payments received in January and March of 2014.

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) of the Securities Act, along with Regulation S of the Securities and Exchange Commission, 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 Transfer Agreement

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, which was filed with the Securities and Exchange Commission on June 19, 2013.

(iii)

These Exhibits were attached to the amended Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on November 14, 2014.

(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 our 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 our initial NIBs acquisition referenced in paragraph 4, see our 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 our amendments to such Current Report of the same date, which were respectively filed with the Securities and Exchange Commission on May 24, 2013, July 12, 2013, September 12, 2013, and November 27, 2013, and our 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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