Unassociated Document
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): February 24, 2010
Enable
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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000-50995
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52-2372260
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(Commission
File Number)
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(IRS
Employer
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Identification
No.)
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1140
W. Thorndale Avenue
Itasca,
Illinois 60143-1335
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(Address
of Principal Executive Offices) (Zip
Code)
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(773)
272-5000
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
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(Former
Name or Former Address, if changed since last
report)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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On February 24, 2010 Enable Holdings,
Inc. (the “Company”), completed a private placement of a $4,250,000 offering
(the “Offering”) of Series 1 Preferred Shares (the “Preferred Shares”) funded by
certain accredited investors (the “Investors”). Management comprising
executive staff, directors and business associates invested approximately
$540,000 in the Preferred Shares.
The Preferred Shares have no redemption
date. The Investors have the option to convert, at any time, each
Preferred Share into 66.837 shares of the Company’s Common Stock.
Many of the Investors participated in
prior financing in the Company, more specifically the 12% Senior Secured
Debentures (the “12% Senior Debentures”) offering that closed on April 29,
2009.
The Company will use the proceeds from
the Offering to restructure existing debt obligations of the 12% Senior
Debentures and the 18% Senior Secured Debentures (the “18% Secured
Debentures”). Remaining proceeds will be used to restructure its
trade payables and for general working capital purposes, including inventory
financing.
The holders of the 12% Secured
Debentures agreed to amend their debt obligations and relinquish all warrants
held by them to purchase an aggregate of 5,260,000 shares of the Company’s
Common Stock at an exercise price of $0.25 per share. The Company has
now cancelled such warrants. The holders of the 12% Secured
Debentures agreed to discount the principal amount of the 12% Secured Debentures
of $1,315,000 by 37.5% to $821,875, reduce the interest rate to 6% per annum and
extend the maturity date to February 17, 2012. As consideration for
this restructuring, the holders of the 12% Secured Debentures received all
accrued and unpaid interest and Preferred Shares equal to 4% of the capital, on
an as-converted basis, of the Company.
The holders of the 18% Secured
Debentures agreed to amend their debt obligations and relinquish all warrants
held by them to purchase an aggregate of 36,475,000 shares of the Company’s
Common Stock at an exercise price ranging from $0.10 per share to $0.25 per
share. The Company has now cancelled such warrants.
A holder of an 18% Secured Debenture
with principal of $1,600,000 outstanding agreed to accept $700,000 in cash and
amend the remaining $900,000 18% Secured Debenture such that the interest rate
will be reduced to 6% per annum and extend the maturity date to February 17,
2012. This holder of an 18% Secured Debenture agreed to cancel all
accrued interest due to the holder up to the date of the closing and in exchange
will receive 163,069 Preferred Shares.
A holder of an 18% Secured Debenture
with principal of $850,000 outstanding agreed, in addition to cancelling all the
warrants, to cancel the outstanding balance of $850,000 plus all accrued
interest due to the holder and a cash payment made by the holder in an amount of
$100,000, in exchange will receive 23.88% fully diluted equity interest in the
Company, consisting of Preferred Shares.
Warrants to purchase 15,659,022 shares
of the Company’s Common Stock at various exercise prices ranging from $0.10 per
share to $4.50 per share have been cancelled effective as of the closing. Cash
of $40,034 will be granted to some of these warrant holders, the majority of
whom have warrants with an exercise price of $0.25 and less per share of
Company’s Common Stock. Included in such 15,659,022 warrants were
1,875,000 warrants that were held by the Company’s management. These
warrants have been cancelled with no cash consideration being received by
Management.
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Item
3.02
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Unregistered
Sale of Equity Securities.
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The Investors have the option to
convert, at any time, each Preferred Share into 66.837 shares of the Company’s
Common Stock. The Preferred Shares will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or applicable exemption from registration
requirements.
Item 1.01 is incorporated herein by
reference.
The Company issued a press release
relating to the Offering and its restructuring which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and
Exhibits.
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99.1
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Press
Release dated February 24, 2010.
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
EXHIBIT
INDEX TO FORM 8-K
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Date
of Report:
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Commission
File No.:
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February
24, 2010
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000-50995
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ENABLE
HOLDINGS, INC.
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EXHIBIT
NO.
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ITEM
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99.1
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Press
Release dated February 24, 2010. |
SIGNATURE
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.
Dated: February
26, 2010
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ENABLE HOLDINGS,
INC. |
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By:
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/s/
Miguel A. Martinez, Jr. |
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Miguel
A. Martinez, Jr. |
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Chief
Financial Officer |
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