Current Report Filing (8-k)
31 May 2018 - 7:20AM
Edgar (US Regulatory)
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): May 21, 2018
hopTo
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-21683
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13-3899021
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(State
or Other Jurisdiction
of Incorporation)
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Commission
File Number
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(IRS
Employer
Identification No.)
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6
Loudon Road, Suite 200
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Concord,
NH
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03301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (800) 472-7466
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
Exchange
Transaction
Consistent
with its prior disclosures in its annual report on Form 10-K, on May 21, 2018, hopTo Inc. (the “Company”) entered
into an Exchange Agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of existing
warrants originally issued on June 17, 2013 and January 7, 2014 (the “Existing Warrants”) to purchase shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Existing Warrants were exercisable
for an aggregate of 564,556 shares of the Company’s Common stock and have a weighted average exercise price of approximately
$10.77.
Pursuant
to the Exchange Agreement, the Company agreed to exchange the Existing Warrants held by the Holders for new warrants exercisable
for an aggregate 564,556 shares of the Company’s Common Stock, having an exercise price of $0.01 per share and a five year
term (the “New Warrants”). The Exchange Agreement provides for a full release of all claims by the Holders related
to damages (including liquidated damages) related to alleged failures by the Company to file or maintain certain registration
statements, and also includes representations and warranties, covenants and conditions customary in agreements of this type. The
transactions contemplated by the Exchange Agreement closed on May 21, 2018. Accordingly, the Existing Warrants have been
canceled and the New Warrants issued to the Holders.
The
foregoing descriptions of the Exchange Agreement and the New Warrants are qualified entirely by reference to the Exchange Agreement
and the Form of Warrant, which are attached hereto as Exhibits 10.1 and 4.1, respectively.
The
New Warrants issued pursuant to the Exchange Agreement were, in each case, exchanged pursuant to exemptions from the registration
requirements afforded by Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated thereunder.
Registration
Rights Agreement
On
May 21, 2018, in connection with the Exchange Agreement, the Company entered into a Registration Rights Agreement (the
“Registration Rights Agreement”) with the Holders pursuant to which, among other things, the Company agreed to file
a registration statement to register for resale the shares of Common Stock issuable upon the exercise of the New Warrants. The
Company is required to cause the registration statement to be declared effective under the 1933 Act as soon as practicable. The
Company also agreed, among other things, to indemnify the investors under the registration statement from certain liability and
to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement.
The
foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights
Agreement, which is attached hereto as Exhibit 4.2.
Item
3.02 Unregistered Sales of Equity Securities.
The
information relating to the exchange of securities pursuant to the Exchange Agreement disclosed in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are being filed with this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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hopTo
Inc.
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Dated:
May 30, 2018
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By:
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/s/
Jean-Louis Casabonne
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Jean-Louis
Casabonne
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Interim
Chief Executive Officer, Chief Financial Officer, Secretary
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