Section 1.01 Entering into a Material Definitive Agreement.
Talos Loan
On April 12, 2022, Infinite Group, Inc. (the “Company”), as borrower, has entered into a financing agreement (the “Loan“) with Talos Victory Fund, LLC (the “Lender”), a Delaware Limited partnership. In exchange for a promissory note, the lender agreed to lend to the company $296,000.00which bears interest at the rate of eight percent (8%) per annum, less $29,600.00 Discount on the original edition. Under the terms of the loan, amortization payments are due from August 12, 2022and monthly thereafter with final payment due on April 12, 2023. In addition, in the event of default under the Loan or if the Company elects to prepay the Loan, the Lender has the right to convert all or part of the unpaid and unpaid principal and interest into fully paid and tax-free shares. . ordinary shares of the Company at a conversion price of
$0.10 per share. The conversion price is subject to adjustment in certain circumstances, including issues of ordinary shares of the Company below the conversion price. The Company is not required to issue additional shares to the lender in the event of an adjustment to the conversion price. With the exception of the option to convert the note in the event of prepayment, there is no prepayment penalty associated with the promissory note. The loan is subject to customary events of default, including cross-defaults on loan agreements and other indebtedness of the Company, violations of securities laws (including the FD Regulation) and default of issuance of shares upon conversion of the note. Amounts due under the Loan are subject to a 15% penalty in the event of default. In consideration for the financing, the Company issued to the lender a 5-year warrant to purchase 740,000 common shares of the Company at a fixed price of
$0.16 per share, subject to price adjustments for certain shares, including dilutive issues, representing a 40% warrant cover on the principal amount of the loan. The Company has granted the lender customary “stack” registration rights in respect of the shares issuable upon conversion of the promissory note and exercise of the warrant. No material relationship exists between the Company or its affiliates and the Lender.
JH Darbie & Co., Inc. (“Finder”), a registered dealer, acted as intermediary in connection with the loan and received cash compensation from $11,320.00 (4.25% of the gross loan proceeds) and issued a 5-year warrant to purchase 97,125 common shares of the Company at a fixed price of $0.192 per share (120% of the exercise price of the warrant issued under the Loan), subject to price adjustments for certain shares, including dilutive issues, representing a coverage of 7% of the warrant on the gross proceeds of the Loan. The Company has granted to the Intermediary customary “stack” registration rights in respect of the Shares issuable upon exercise of the Warrant.
Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
The information set out above in Section 1.01 relating to the Loan is incorporated by reference in this Section 2.03.
Item 3.02 Unrecorded Sales of Equity securities.
The information set out above in Section 1.01 relating to the loan is incorporated by reference in this Section 3.02. The ordinary shares issued under the Loan were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued on the basis of exemption from the registration requirements thereof under Section 4(a)(2) of the Securities Act.
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description
10.1 Stock Purchase Agreement, dated April 12, 2022, by and between
Infinite Group, Inc. and Talos Victory Fund, LLC
10.2 Promissory Note, issued April 12, 2022, by Infinite Group, Inc. to
Talos Victory Fund, LLC
10.3 Warrant, issued April 12, 2022, by Infinite Group, Inc. to Talos
Victory Fund, LLC
10.4 Warrant, issued April 12, 2022, by Infinite Group, Inc. to J.H.
Darbie & Co., Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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