Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. Evolucia Inc. (1383006) 10-Q/A published on Oct 15, 2015 at 11:52 am
Reporting Period: Sep 29, 2014
This Amendment No. 1 to our Quarterly Report on Form 10-Q/A (the Form 10-Q/A) amends the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, as originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2014 (the “Original Form 10-Q”). .
The purpose of this Form 10-Q/A is to disclose the default of certain Callable Promissory Notes, and events of default as to certain of these Notes, which default was not disclosed in the Original Form 10-Q. This Form 10-Q/A continues to speak as of the date of the Original Form 10-Q, and we have not updated the disclosure herein to reflect any events that occurred at a later date.
On April 22, 2013, as part of PPM #1, the Company issued Jennifer Laurent (“Laurent”) a 14% Callable Promissory Note (the “Laurent Note”) and related common stock purchase warrant to acquire 14,373,252 shares of common stock for consideration of $300,000. The Laurent Note is supported by a Security Agreement identifying substantially all of the assets of the Company. On July 25, 2014, Laurent provided notice to the Company of its failure to make scheduled interest payments as required by the Note. After receiving this notice, the Company did not make such interest payments within the 60-day cure period provided for under the Note. As a result, in accordance with the terms of the Laurent Note, effective on or about September 23, 2014, the Company became obligated to pay the outstanding principal of $300,000 and the accrued interest, which was $103,482 as of June 30, 2015. On May 1, 2015, Laurent filed a complaint against the Company and its subsidiary in the U.S. District Court for the Middle District of Florida (Civil Action No. 8:15-cv-1061-T-27-AEP) claiming breach of the Laurent Note and the related security agreement and seeking to foreclose on the Company’s assets. The Company moved to dismiss portions of the Complaint and Laurent ultimately amended her Complaint. The lawsuit brought by Laurent is set for trial in July 2016.
On May 22, 2013, as part of PPM #1, the Company issued Willem Malestein (“Malestein”) a 14% Callable Promissory Note (the “Malestein Note”) and related common stock purchase warrant to acquire 2,395,542 shares of common stock in consideration of $50,000. The Malestein Note is supported by a Security Agreement identifying substantially all of the assets of the Company. On July 16, 2014, Malestein provided notice to the Company of its failure to make scheduled interest payments as required by the Note. After receiving this notice, the Company did not make such interest payments within the 60-day cure period provided for under the Note. As a result, in accordance with the terms of the Malestein Note, effective on or about September 14, 2014, the Company became obligated to pay the outstanding principal of $50,000 and the accrued interest, which was $16,912 as of June 30, 2015. On September 22 2014, Malestein filed a complaint against the Company in the Circuit Court of the 12th Judicial Circuit in Sarasota County, Florida (Case No.2014 005537 NC) seeking damages from the Company as a result of the Company’s failure to make payment on the Malestein Note. In connection with the litigation, a default judgment in the amount of $63,056.09, bearing interest at the rate of 4.75%, was entered against the Company in favor of Malestein on May 29, 2015.