AMERICREW INC. : entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, change of directors or officers principals, financial statements and exhibits (Form 8-K)
Section 1.01 Entering into a Material Definitive Agreement.
August 11, 2021, Americrew Inc.(the "Company") acquired Mikab Corporation("Mikab"). On January 11, 2022, the Board of Directors of the Company ratified and approved Mikab legacy shareholders (those shareholders prior to the date of acquisition by the Company) receiving the payment of $351,370in PPP Loan proceeds that have been received prior to August 11, 2021, which loan was later forgiven. In addition, on January 11, 2022the Board ratified the action of Mikab in distributing to its legacy shareholders the proceeds of $223,697in accounts receivable for work performed by Mikab prior to its acquisition by the Company. These former Mikab shareholders included Brian Weis, the Company's Chief Operating Officer and a director, and Jose I. Mercado, Jr., a director.
The information contained below in Section 3.02 is incorporated by reference into this Section 1.01.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained below in Section 3.02 is incorporated by reference into this Section 2.03.
Item 3.02 Unregistered Sale of
January 11, 2022, the Board of Directors of the Company ratified and approved the terms of two Note Modification Agreements entered into between the Company's wholly-owned subsidiaries and certain third party lenders (the "Modified Notes") and entered into an Amended and Restated Consolidated Bridge Funding Promissory Note with Company related parties. The effect was to extend the indebtedness' due date. The lenders were issued warrants as additional consideration for extending the due date of the indebtedness. The Modified Notes and the Restated Consolidated Bridge Funding Promissory Note bear interest at 12% per annum. The Company is required to make monthly $50,000payments of the Restated Consolidated Bridge Funding Promissory Note held by the first four related party lenders in the table below. The balance of the Amended and Restated Consolidated Bridge Funding Promissory Note and the Modified Notes, plus all accrued and unpaid interest, shall be due in full on the Due Dates. The Company may prepay the Notes in whole or in part without the consent of the lenders. The Warrants are exercisable for a period of five years at a price of $1.9032per share, subject to adjustment. The identity of the lenders where a related party and the amounts are listed in the table below: Individual/Entity Amount of Note Due Dates Number of Warrants David Unger1 $ 107,083March 31, 2022 42,902 Earl Scott2 $ 160,600March 31, 2022 64,282 Brian Weis3 $ 31,425 March 31, 2022 12,519 Lender $ 52,541 March 31, 2022 20,959 New Jersey Tower, Inc.4 $ 150,000December 31, 2022 90,000 RR Power Leasing, LLC5 $ 150,000December 31, 2022 90,000
DiMaggio disclaims beneficial ownership of the Notes and Warrants and
underlying common stock.
3 Deputy Chief Executive Officer and one director.
confidence of which
The foregoing description of the terms of the Amended and Restated Consolidated Bridge Funding Promissory Note, Modified Notes and Warrants and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of Amended and
Restated Consolidated BridgeFunding Promissory Note, Modified Note and Warrant, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference. 1
Item 5.02 Departure of directors or principal officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
January 11, 2022, the Board of Directors of the Company ratified and approved the appointment of Ross DiMaggioto serve as Chief Financial Officer, to serve until such time as his successor is chosen and qualified. Mr. DiMaggiohas been acting as Chief Financial Officer since November 19, 2021. In addition, on January 11, 2022following earlier compliance with Rule 14f-1 under the Securities Exchange Act of 1934, the Board of Directors of the Company approved the expansion of the Company's Board of Directors from two to five board members to serve for an initial term of one year or until their successor is duly appointed or elected. Messrs. P. Kelley Dunneand Ross DiMaggio, the current members of the Board, appointed Messrs. Brian Weis, Earl Scottand Jose I. Mercado, Jr. to fill the vacancies created by the expanded board. The Company's charter provides for a classified Board but the current directors were appointed to a term expiring at the next annual meeting of shareholders expected to occur this Spring. At that time, the Company expects to institute a classified Board. There is no arrangement or understanding between Messrs. Brian Weis, Earl Scottand Jose I. Mercado, Jr., and any other persons pursuant to which Messrs. Brian Weis, Earl Scottand Jose I. Mercado, Jr. were selected as directors.
Item 9.01 Financial statements and supporting documents
(d) Exhibits. Filed or Incorporated by Reference Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.1 Form of Amended and Restated Filed Consolidated Bridge Funding Promissory Note 10.2 Form of Note Modification Agreement Filed 10.3 Form of Warrant Filed 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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