Aeon Global Health Corp (fka AGHC)

[236T568]

ADAT exchanges $2.17 million notes due with notes that convert at $2.03 per share


https://www.sec.gov/Archives/edgar/data/885074/000114420417016559/v462573_8k.htm

Item 1.01 Entry into a Material Definitive Agreement.

On March 20, 2017, Authentidate Holding Corp. (the “Company”) entered into a note exchange agreement with the holders of an aggregate principal amount of $2,170,000 of outstanding promissory notes (the “Original Notes”) which were due and payable, pursuant to which the Company agreed to issue the holders of such notes, in consideration of the cancellation of the Original Notes, new promissory notes in the aggregate principal amount of $2,545,199, which is equal to the sum of the aggregate principal amount of the Original Notes plus the accrued but unpaid interest on the Original Notes (the “New Notes”). The New Notes are convertible into shares of the Company’s Common Stock at an initial conversion price of $2.03 per share. Based on the initial conversion price, the New Notes are convertible into up to 1,253,792 shares of common stock. If the Company issues or sells shares of its common stock, rights to purchase shares of its common stock, or securities convertible into shares of its common stock for a price per share that is less than the conversion price then in effect, such conversion price will be decreased to equal 85% of such lower price. The foregoing adjustments to the conversion price will not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans. In addition, the conversion price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. The right of holders of the New Notes to convert these securities into common stock is subject to a 4.99% beneficial ownership limitation, which beneficial ownership limitation may be increased by a holder to a greater percentage not in excess of 9.99% after providing notice to us. The closing of the exchange transaction occurred on March 20, 2017 and all of the New Notes have a maturity date of one year from the closing date. The New Notes are being issued in consideration of the exchange of (i) an aggregate principal amount of $950,000 of Original Notes held by VER 83, LLC, which were convertible at a price of $2.25 per share, (ii) an aggregate principal amount of $520,000 of Original Notes, held by MKA 79, LLC, which were convertible at a price of $3.00 per share, and (iii) an aggregate principal amount of $700,000 of unconvertible Original Notes, of which a note in the principal amount of $250,000 was held by Hanif A. Roshan, the Chairman and Chief Executive Officer of the Company and the remainder was held by Optimum Ventures, LLC, a party affiliated by ownership with the former members of Peachstate Health Management, LLC, our subsidiary.