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): June 7, 2019
TWINLAB CONSOLIDATED HOLDINGS, INC.
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-55181 | 46-3951742 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
| 4800 T-Rex Avenue, Suite 305, Boca Raton, Florida | 33431 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant's telephone number, including area code | (561) 443-5301 |
(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):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | | Trading Symbol(s) | | Name of each exchange on which registered |
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. ☐
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
2014 Huntington Holdings LLC
On June 7, 2019, the Company and 2014 Huntington Holding LLCs (“HH”) entered into the First Amendment to the Unsecured Promissory Note held by HH (“Amendment No. 1 to the HH Unsecured Promissory Note”), relating to an original principal amount of $3,200,000 and dated June 2, 2017. Amendment No. 1 to the HH Unsecured Promissory Note, which is effective as of June 2, 2019, extends the maturity date of the note from June 2, 2019 to September 3, 2019. The Company will make monthly payments during the extension, which shall reduce both the interest and principal of the HH Unsecured Promissory Note.
The foregoing description of Amendment No. 1 to the HH Unsecured Promissory Note is qualified in its entirety by reference to the full text of such document, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended June 30, 2019.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is hereby incorporated by reference into this Item 2.03.
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.
| TWINLAB CONSOLIDATED HOLDINGS, INC. | |
| | | |
| | | |
Date: June 13, 2019 | By: | /s/ Anthony Zolezzi | |
| | Anthony Zolezzi | |
| | Chief Executive Officer, President and Director | |
