UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 13, 2012 (July 9, 2012) | ||
OxySure Systems, Inc. (Exact name of registrant as specified in its chapter) | ||
Delaware (State or other jurisdiction of incorporation | 000-54137 (Commission File Number) | 71-0960725 (IRS Employer Identification No.) |
10880 John W. Elliott Drive, Suite 600, Frisco, TX (Address of principal executive offices) | 75033 (Zip Code) |
(972) 294-6450 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2012, OxySure Systems, Inc. (“OxySure” or the “Company”) entered into a second moratorium agreement (“Second Payment Moratorium”) with Vencore Solutions, LLC, a Delaware limited liability company (“Vencore”).
The Second Payment Moratorium provides for the following:
a) | The balance outstanding to Vencore remains the balance outstanding at the end of the first payment moratorium, which is $307,661.83 (“Debt Obligation”); |
b) | The term of the Second Payment Moratorium (the “Moratorium Period”) shall expire on the earlier to occur of: (i) July 1, 2013; (ii) a cash settlement or repayment plan being entered into; or (iii) a merger or acquisition of OxySure or the sale of substantially all of its assets (collectively a “Sale”); |
c) | OxySure will not be obligated to make any payments during the Moratorium Period; |
d) | No late charges or interest will accrue during the Moratorium Period; |
e) | Any amounts OxySure may pay towards the Debt Obligation during the Moratorium Period shall reduce the Debt Obligation; |
f) | In the event of a Sale the entire Debt Obligation shall immediately become due and payable; and |
g) | Vencore shall make no demands or take any actions against OxySure during the Moratorium Period. |
In exchange for the Second Payment Moratorium, OxySure agreed to issue to Vencore two warrants (the “Warrants”) as follows:
(a) | A warrant as to 22,500 common shares at an exercise price per share of $0.82; and |
(b) | A warrant as to 32,500 common shares at an exercise price per share of $1.00. |
The terms of the Warrants shall be 5 years each and Vencore shall have the ability to exercise the Warrants on a cashless/net-issuance basis.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 13, 2012 | |||
OXYSURE SYSTEMS, INC., | |||
a Delaware corporation | |||
By: | /s/ Julian T. Ross | ||
BY: | Julian T. Ross | ||
ITS: | Chief Executive Officer, President, Chief Financial Officer, and Secretary | ||