|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/29/16 Live Ventures Inc 10-K 9/30/16 95:8.6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 672K
2: EX-3.1.6 Certificate of Designation HTML 64K
6: EX-10.22 Spa (Live-Vsi) HTML 361K
7: EX-10.23 Subordinated Acquisition Note HTML 48K
8: EX-10.24 Subordination Agreement HTML 88K
9: EX-10.25 Employment Agreement HTML 115K
10: EX-10.26 Stock Option Agreement HTML 47K
11: EX-10.27 Loan Agreement HTML 246K
12: EX-10.28 Revolving Credit Note HTML 41K
13: EX-10.29 Security Agreement HTML 83K
14: EX-10.30 Vintage Stock - Term Loan Agreement HTML 651K
15: EX-10.31 Form of Note HTML 26K
16: EX-10.32 Security and Pledge Agreement HTML 164K
3: EX-10.7 Note Purchase Agreement HTML 123K
4: EX-10.7A Amendment No. 1 to Note Purchase Agreement HTML 36K
5: EX-10.7B Amendment No. 2 to Note Purchase Agreement HTML 33K
17: EX-23.1 Consent of Experts or Counsel HTML 23K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
20: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
27: R1 Document and Entity Information HTML 52K
28: R2 Consolidated Balance Sheets HTML 113K
29: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
30: R4 Consolidated Statements of Operations HTML 108K
31: R5 Consolidated Statements of Changes in HTML 88K
Stockholders' Equity
32: R6 Consolidated Statements of Cash Flows HTML 169K
33: R7 1. Background and Basis of Presentation HTML 30K
34: R8 2. Summary of Significant Accounting Policies HTML 82K
35: R9 3. Balance Sheet Detail Information HTML 64K
36: R10 4. Goodwill and Other Intangibles HTML 34K
37: R11 5. Derivative Liability HTML 36K
38: R12 6. Notes Payable HTML 70K
39: R13 7. Note Payable, Related Party HTML 26K
40: R14 8. Stockholders' Equity HTML 43K
41: R15 9. Warrants HTML 51K
42: R16 10. Stock-based Compensation HTML 62K
43: R17 11. Earnings (Loss) Per Share HTML 51K
44: R18 12. Related Party Transactions HTML 30K
45: R19 13. Commitments and Contingencies HTML 36K
46: R20 14. Income Taxes HTML 65K
47: R21 15. Concentration of Credit Risk HTML 28K
48: R22 16. Acquisitions HTML 47K
49: R23 17. Segment Reporting HTML 72K
50: R24 18. Subsequent Events HTML 55K
51: R25 2. Summary of Significant Accounting Policies HTML 154K
(Policies)
52: R26 3. Balance Sheet Detail Information (Tables) HTML 76K
53: R27 4. Goodwill and Other Intangibles (Tables) HTML 29K
54: R28 5. Derivative Liability (Tables) HTML 35K
55: R29 6. Notes Payable (Tables) HTML 51K
56: R30 9. Warrants (Tables) HTML 46K
57: R31 10. Stock-based Compensation (Tables) HTML 61K
58: R32 11. Earnings (Loss) Per Share (Tables) HTML 49K
59: R33 13. Commitments and Contingencies (Tables) HTML 29K
60: R34 14. Income Taxes (Tables) HTML 65K
61: R35 16. Acquisitions (Tables) HTML 37K
62: R36 17. Segment Reporting (Tables) HTML 67K
63: R37 2. Summary of Significant Accounting Policies HTML 53K
(Details Narrative)
64: R38 3. Balance Sheet Detail Information (Details) HTML 130K
65: R39 4. Goodwill and Other Intangibles (Details) HTML 40K
66: R40 4. Goodwill and Other Intangibles (Details HTML 49K
Narrative)
67: R41 5. Derivative Liability (Details) HTML 34K
68: R42 6. Notes Payable (Details - Note Payable) HTML 52K
69: R43 6. Notes Payable (Details - Note Payable details) HTML 51K
70: R44 6. Notes Payable (Details - Future Maturities) HTML 40K
71: R45 6. Notes Payable (Details Narrative) HTML 52K
72: R46 7. Note Payable, Related Party (Details Narrative) HTML 34K
73: R47 8. Stockholders' Equity (Details Narrative) HTML 69K
74: R48 9. Warrants (Details - Warrants Outstanding) HTML 58K
75: R49 9. Warrants (Details - Exercise price) HTML 43K
76: R50 10. Stock-based Compensation (Details - Option HTML 67K
activity)
77: R51 10. Stock-based Compensation (Details - Option HTML 52K
price)
78: R52 10. Stock-based Compensation (Details - Non HTML 37K
vested)
79: R53 10. Stock-based Compensation (Details - HTML 33K
Assumptions)
80: R54 10. Stock-based Compensation (Details Narrative) HTML 28K
81: R55 11. Earnings (Loss) Per Share (Details - HTML 62K
Computation of loss per share)
82: R56 11. Earnings (Loss) Per Share (Details - HTML 35K
Antidilutive securities)
83: R57 12. Related Party Transactions (Details Narrative) HTML 25K
84: R58 13. Commitments and Contingencies (Details - HTML 39K
Leases)
85: R59 13. Commitments and Contingencies (Details HTML 28K
Narrative)
86: R60 14. Income Taxes (Details - Income tax expense) HTML 48K
87: R61 14. Income Taxes (Details - reconciliation) HTML 65K
88: R62 14. Income Taxes (Details - Deferred tax assets) HTML 67K
89: R63 14. Income Taxes (Details Narrative) HTML 33K
90: R64 16. Acquisitions (Details - Purchase allocation) HTML 51K
91: R65 16. Acquisitions (Details - Acquisition Income) HTML 33K
92: R66 17. Segment Reporting (Details) HTML 57K
94: XML IDEA XML File -- Filing Summary XML 147K
93: EXCEL IDEA Workbook of Financial Reports XLSX 93K
21: EX-101.INS XBRL Instance -- live-20160930 XML 1.43M
23: EX-101.CAL XBRL Calculations -- live-20160930_cal XML 241K
24: EX-101.DEF XBRL Definitions -- live-20160930_def XML 469K
25: EX-101.LAB XBRL Labels -- live-20160930_lab XML 1.10M
26: EX-101.PRE XBRL Presentations -- live-20160930_pre XML 879K
22: EX-101.SCH XBRL Schema -- live-20160930 XSD 155K
95: ZIP XBRL Zipped Folder -- 0001683168-16-001034-xbrl Zip 151K
Exhibit 10.7a
LIVEDEAL, INC.
AMENDMENT NO. 1
TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
Up to $10,000,000 Principal Amount
Convertible Notes
Kingston Diversified Holdings LLC
535 Burleigh Private
Ottawa, Ontario K1J 1J9
Canada
This is Amendment No. 1 (the "Amendment") to that certain Convertible Note Purchase Agreement, dated January 7, 2014, by and between the undersigned, LiveDeal, Inc., a Nevada corporation (the "Company"), and Kingston Diversified Holdings LLC (the "Purchaser"). Pursuant to such Agreement, the Company proposed to issue and sell to the Purchaser for cash up to $5,000,000 in principal amount of the Company's Convertible Notes (collectively, the "Notes"). The Notes were to be issued pursuant to and subject to the terms and conditions of such Agreement (the terms "Agreement" or "Purchase Agreement" as used therein or in any Exhibit or Schedule thereto shall mean such Agreement and the Exhibits and Schedules thereto individually and collectively as they may from time to time be modified or amended). As of the end of the Company's 2014 fiscal year, the Company had not issued and sold any Notes to the Purchaser.
1. Explanatory Provisions. This Amendment (i) increases the maximum principal amount of the Notes to $10,000,000 in principal amount, (ii) eliminates the original issue discount provision of Section 1.2(a) of the Agreement and replaces it with an execution payment, as set forth in Section 3 of this Amendment, and (iii) provides certain additional adjustments to the Note Conversion Price and to the Warrant Exercise Price. The Amendment shall not become effective unless, on or before November 30, 2014, the Company shall have issued and sold Notes to the Purchaser in the aggregate principal amount of not less than $100,000. Except as otherwise specifically set forth in this Amendment, all of the definitions, obligations, terms, and conditions set forth in the Agreement remain unaltered and in full force and effect.
2. Conditions Precedent and Subsequent Deemed Modifications. Although the Company may now issue and sell Notes to the Purchaser in excess of an aggregate of $5,000,000 in principal amount up to a maximum of $10,000,000 in principal amount, the conversion provisions thereof and the contingent grants of Warrants as referenced therein shall be stayed unless and until the Company shall have complied with the approval provisions set forth in Section 12.12 of the Agreement, which provisions shall be deemed to apply to such incremental Notes and related Warrants; provided, however, that the Company need not commence its commercially reasonable efforts to obtain any approvals of its stockholders required under the Company's Organizational Documents, applicable law and/or the listing rules and regulations of the NASDAQ Capital Market in connection with the transactions contemplated by this Amendment until fifteen (15) calendar days following the filing of its Annual Report on Form 10-K. for its fiscal year ended September 30, 2014; provided, further, that the Company may use a Proxy Statement for a regular or special meeting of its stockholders in lieu of an Information Statement as so specified in Section 12.12 of the Agreement. Unless otherwise specified in the Amendment, until all of such approvals in connection with this Amendment have been obtained, the terms and conditions of any Notes issued or issuable shall be in accordance with the terms and conditions of the Agreement. From and after the date on which such approvals have been obtained, the terms and conditions of any then-issued and outstanding Notes and, if granted in connection with the conversion of any Notes, the terms and conditions of any such related Warrants then outstanding shall be deemed modified to comply with the terms and conditions set forth in this Amendment as if such outstanding Notes or Warrants had been issued or granted, as applicable, on such date.
C:
| C: 1 |
3. Payment of Purchase Price [Subsection 1.2(a)]; Initial Conversion Payment. Section 1.2(a) of the Agreement is hereby deleted in full. Not later than three (3) Business Days after the first conversion by the Purchaser of any of the Notes, the Company shall cause to be delivered to the Purchaser that number of unregistered, restricted shares of the Company's common stock as shall equal five percent (5%) of the quotient of $10,000,000 divided by the Note Conversion Price in respect of such first conversion. Unless and until the occurrence of such conversion, the Company shall not owe any Initial Conversion Payment or equivalent to the Purchaser.
4. Additional Adjustments To Note Conversion Price. In addition to, and without modification of, any other provision of Section 2.3 of the Note, this Amendment will add a new subsection (e) thereto to read as follows: "So long as this Note is outstanding, the Conversion Price then in effect shall be subject to successive adjustments, on a continuous basis, in the event that the mean average of the daily VWAP for any ten (10) consecutive Business Days is less than the then current Conversion Price. In each such event, the Conversion Price shall be reduced to such mean average. Notwithstanding the foregoing, in no event shall the Conversion Price (i) be increased by any subsequent increase in such ten (10)-Business day VWAP following any reduction in the Conversion Price or (ii) be reduced below $0.70 per share pursuant to this Section 2.3(e), as such per-share "floor" price may be adjusted by any forward splits or reverse splits or consolidations that may occur from and after the date of the Purchase Agreement. For the sake of clarity, the provisions of this Section 2.3(e) are in addition to (not in lieu of) the provisions set forth in Section 12.13 of the Purchase Agreement."
5. Additional Adjustments to Warrant Exercise Price. In addition to, and without modification of, any other provision of Section 11 of the Warrant, this Amendment will add a new subsection (j) thereto to read as follows: "So long as this Warrant is outstanding, the Exercise Price then in effect shall be subject to successive adjustments, on a continuous basis, in the event that the mean average of the daily VWAP for any ten (10) consecutive Business Days is less than the then-current Exercise Price. In each such event, the Exercise Price shall be reduced to such mean average. Notwithstanding the foregoing, in no event shall the Exercise Price (i) or (ii) be reduced below $0.77 per share pursuant to this Section 11(j), as such per-share "floor" price may be adjusted by any forward splits or reverse splits or consolidations that may occur from and after the date of the Purchase Agreement. For the sake of clarity, the provisions of this Section 11(j) are in addition to (not in lieu of) the provisions set forth in Section 12.13 of the Purchase Agreement."
6. Incorporation Of All Miscellaneous Provisions. All of the Miscellaneous provisions of the Agreement, with the sole exception of Section 12.14, are incorporated herein by reference as if set forth in full hereat.
7. Preparation of Amendment/Independent Counsel. After Purchaser and the Company negotiated between themselves, this Amendment was prepared by Baker & Hostetler LLP, as special counsel to the Company. Baker & Hostetler LLP has not acted as legal or business counsel to any other party, including Purchaser. Purchaser acknowledges that it has had the opportunity to review this Agreement with its own legal and business counsel.
C:
| 2 |
If you are in agreement with the foregoing, please sign in the space provided below.
COMPANY:
LIVEDEAL, INC., a Nevada corporation
By: /s/ Jon Isaac
Name: Jon Isaac
Its: Chief Executive Officer
The foregoing is hereby accepted and
agreed to, as of the date first above written,
by Purchaser signing below:
PURCHASER:
KINGSTON DIVERSIFIED HOLDINGS LLC
By: /s/ Tudor Mihai Gavrila
Name: Tudor Mihai Gavrila
Its: Managing Member
C:
| 3 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/29/16 | |||
| For Period end: | 9/30/16 | |||
| 11/30/14 | ||||
| 10/29/14 | ||||
| 9/30/14 | 10-K, 10-K/A | |||
| 1/7/14 | ||||
| List all Filings | ||||