Current Report Filing (8-k)
May 22 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported):
May 21, 2019
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AfterMaster, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-10196
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23-2517953
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(State
or other jurisdictionof incorporation)
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(Commission
FileNumber)
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(IRS
Employer IdentificationNumber)
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6671 Sunset Blvd., Suite 1520
Hollywood, California
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90028
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(Address
of principal executive offices)
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(zip
code)
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(310) 657-4886
(Registrant’s
telephone number, including area code)
(former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
7.01 Regulation FD Disclosure.
On May
16, 20 and 21, 2019, Aftermaster Inc. (the “Company") entered
into forbearance agreements with all of the Company’s
convertible note holders who hold ratcheting convertible note debt,
that is currently eligible for conversion into common shares. The
forbearance agreements specifically include restrictions on (i)
debt conversions, (ii) the sale of Company common stock, and (iii)
the exercise of remedies under the convertible notes, for 120 days.
In exchange for the forbearance agreements, the Company will make
payments for the forbearance and principal and interest payments in
an aggregate amount of approximately 3% of the notes per month. The
120-day forbearance term can be extended for an additional 120 days
upon the Company’s payment of an additional 20% of the
outstanding note balances. The conversion of the Company’s
ratcheting convertible debt (colloquially known as toxic
convertible debt) into shares has resulted in substantial
shareholder dilution and adversely affected the Company’s
share price, which has reduced the Company’s ability to raise
capital on terms the Company views as attractive. The Company
believes that the forbearance agreements will provide much-needed
breathing room for the Company to execute on its operational
objectives and allow the Company’s share price to better
reflect its potential value, which is expected to assist in the
retirement of some or all of the notes.
The
information contained in this Item 7.01 is being furnished and
shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the
liabilities under Section 18 and shall not be deemed to be
incorporated by reference into the filings of the Company under the
Securities Act of 1933, as amended, or the Exchange
Act.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Dated:
May 21, 2019
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AFTERMASTER, INC.
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By:
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/s/
Larry Ryckman
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Name:
Larry Ryckman
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Title:
President and Chief Executive Officer
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