Item 3.02 Unregistered Sales of Equity Securities.
On July 31, 2021, George E. Hall and Joseph A. De Perio agreed to accept
$2,354,736 and $1,060,264, respectively, from GLAE in satisfaction of its
obligations to them in the amounts of $12,116,718 and $5,455,782, respectively.
The obligations were due December 12, 2022 and bore interest at a 5% annual
rate. Accordingly, GLAE's obligations in the amounts of $12,116,718 and
$5,455,782 are now paid in full. Mr. Hall is the beneficial owner of 31.1% of
GLAE's outstanding common stock, and Mr. De Perio is a member of GLAE's Board of
Directors. Also, on July 31, 2021, GLAE assigned obligations owed to it from its
50.1% subsidiary, Sport-BLX, Inc., totaling $4,176,102.11, to Fintech Debt
Corp., of which Messrs. Hall and De Perio are controlling stockholders, for
$400,000.
On August 6, 2021, agreements, each dated August 2, 2021, except as otherwise
stated, between the registrant ("GLAE") and the other parties, identified below
were released from escrow, thereby becoming effective.
GLAE entered into a Term Loan and Security Agreement ("Loan Agreement") with
Gazellek Holdings I, LLC ("GHI LLC"), pursuant to which GHI LLC lent $3,450,000
to GLAE on August 6, 2021. The loan bears in-kind interest at the annual rate of
7%, is secured by substantially all of GLAE's assets and those of all of its
subsidiaries, which are required to guarantee the loan, and matures August 2,
2024.
GLAE is required to prepay the loan upon receiving proceeds from future
indebtedness exceeding $5,000,000 (other than indebtedness that is junior to the
loan), or if GLAE issues any capital stock (provided that GLAE is allowed to
retain up to 20% of the proceeds from such issuance). The Loan Agreement
contains customary representations and warranties, covenants and events of
default. Upon the occurrence of an event of default, the loan bears interest at
a rate 5% above of the then-effective interest rate and, at GHI LLC's option, is
payable either in cash or in cash and shares of GLAE common stock, valued at
market, equal to up to 10% of the outstanding principal amount of the loan. A
default fee equal to 0.5% of the outstanding principal applies in the case of
any default existing for 10 days or more.
In connection with the loan, GLAE issued to GHI LLC, for $120,000, a Common
Stock Purchase Warrant entitling GHI LLC to purchase 4.8% of GLAE's outstanding
common stock, at the price of $0.01 per share, and a second Common Stock
Purchase Warrant entitling GHI LLC to purchase 5.2% of GLAE's outstanding common
stock, at the price of $169.62 per share. The second warrant is automatically
canceled if GLAE consummates a Sale Transaction that is sourced other than by
GHI LLC or its affiliates. A "Sale Transaction" is a merger, consolidation,
combination or similar transaction (in one or a series of related transactions),
such that the beneficial owners of shares of GLAE common stock immediately prior
to the transaction or transactions will, immediately after such transaction or
transactions, beneficially own less than a majority of the shares of common
stock or outstanding equity of the surviving corporation (on a fully diluted
basis). Each warrant expires August 2, 2026, is exercisable on a net basis;
entitles its holder to receive certain distributions on GLAE's common stock, as
if the warrant had been exercised; and bears registration rights respecting the
underlying common stock. The first warrant purports to give its holder voting
rights, as if the warrant had been exercised. The sale was exempt from
registration under the Securities Act pursuant to Sec. 4(a)(2), as not involving
any public offering, because no general solicitation was involved, and GHI LLC
is an accredited professional investor, which agreed to accept restricted
securities. Also, in connection with the loan, GLAE and GHI LLC entered into a
consulting agreement, pursuant to which GLAE will pay GHI LLC a $2,100,000
consulting fee, in three installments, by January 1, 2023.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2021, the registrant's Board of Directors approved an Amended and
Restated Employment Agreement, dated August 1, 2021, with the registrant's chief
executive officer, Daniel Strauss. The Employment Agreement provides for at-will
employment of Mr. Strauss, with base salary of $400,000 per year; a restricted
stock grant equal to 2.5% of the registrant's common stock, vesting over two
years; severance pay, in case of his termination by the registrant without cause
or by Mr. Strauss for good reason, equal to two years' base salary, in lump sum
as to one year's salary, and one year's salary to be paid over one year; and
continuation of his health benefits for up to one year.
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