lsyn_8k
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): August 19,
2021
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Liberated Syndication, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-55779
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47-5224851
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification Number)
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5001
Baum Boulevard, Suite 770, Pittsburgh, PA 15213
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(Address of principal executive offices) (Zip Code)
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(412)
621-0902
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(Registrant’s telephone number, including area code)
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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:
☐ 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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
(§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. ☒
Item 7.01 Regulation FD Disclosure.
Registration Rights Agreement Update
As previously disclosed, on March 29, 2021, Liberated Syndication,
Inc. (the “Company”) entered into a Stock Purchase
Agreement (the “SPA”) between the Company and certain
Purchasers named therein pursuant to which the Company sold to the
Purchasers, in a private placement pursuant to Section 4(a)(2) and
Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), 6,633,338 shares of common stock. At
the closing on June 3, 2021, the Company received gross proceeds of
$24,875,000.
Also, as previously disclosed, on June 3, 2021, under the SPA, the
Company entered into a Registration Rights Agreement with the
Purchasers (the “Registration Rights Agreement”). Under
the Registration Rights Agreement, the Company agreed to file a
registration statement covering all registrable securities no later
than August 16, 2021 (the “Filing Deadline”) and use
its commercially reasonable efforts to cause such registration
statement to become effective on or as soon as practicable after
its filing but no later than December 15, 2021 (the
“Effectiveness Deadline”). Pursuant to the Registration
Rights Agreement, the Company’s failure to file such
registration statement, have such registration statement declared
effective or maintain such registration statement’s
effectiveness is subject to a penalty equal to 1% of the purchase
price of the shares per month that the registration statement has
not been filed starting on the Filing Deadline, and 1% of the
purchase price of the shares per month that the registration
statement has not been declared effective, starting on the
Effectiveness Deadline. In no case is the Company liable to
Purchasers in any month or 30 day period for more than 2% of the
purchase price.
On August 19, 2021, the Company paid approximately $147,000 to
certain Purchasers as a penalty under the Registration Rights
Agreement. The other Purchasers waived the penalty payment in
August 2021, including Camac Fund LP, which is affiliated with Eric
Shahinian, a member of the Company’s Board of Directors, and
Bradley Tirpak, a member of the Company’s Board of Directors
and Chairman of the Board, both of which are Purchasers. There is
no assurance that the Purchasers will continue to waive the
penalties.
The Company cannot file the registration statement required under
the Registration Rights Agreement until it has filed with the
SEC:
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Amended
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q
containing:
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Consolidated
Balance Sheet as of December 31, 2018, the Consolidated Statement
of Operations for the year ended December 31, 2018, the Statement
of Stockholders’ Equity for the year ended December 31, 2018,
and the Consolidated Statement of Cash Flows for the year ended
December 31, 2018;
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The
related interim financial statements for the first three quarters
of 2018;
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Consolidated
Balance Sheet as of December 31, 2019, the Consolidated Statement
of Operations for the year ended December 31, 2019, the Statement
of Stockholders’ Equity for the year ended December 31, 2019,
and the Consolidated Statement of Cash Flows for the year ended
December 31, 2019; and
o
The
related interim financial statements for the first three quarters
of 2019 and 2020;
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Annual
Report on Form 10-K for the year ended December 31,
2020;
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Quarterly
Reports on Form 10-Q for each applicable quarter of 2021;
and
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Amended
Current Report on Form 8-K/A containing the historical and pro
forma financial information relating to its acquisition of
AdvertiseCast, LLC in June 2021 (the foregoing filings,
collectively, the “Outstanding Exchange Act
Reports”).
The Company is working toward completing and filing the Outstanding
Exchange Act Reports and filing the registration statement as soon
as possible; however, the Company does not anticipate it will occur
before December 1, 2021.
Rule 15c2-11
The Company’s common stock is currently quoted and traded on
the over-the-counter market (the “OTC market”) in the
Pink Open®
Market (the “Pink
Market”). On September 28, 2021, amendments to Rule 15c2-11
under the Securities Exchange Act of 1934 (the “Exchange
Act”) are expected to become effective. Generally, the
amendments will impose restrictions on a broker-dealer’s
ability to publish or submit securities quotations for companies
whose securities are traded on the OTC market that are not current
in the filing of their Exchange Act reports. More specifically, the
amendment mandates that investors have access to the current and
publicly available information of issuers whose securities trade on
the OTC market, and it further requires broker-dealers to confirm
that certain information about the issuer and its security is
current and publicly available before quoting that
security.
Because the Company believes that the Outstanding Exchange Act
Reports will not be filed before September 28, 2021, it is expected
that the Company’s common stock quotes will be removed from
the Pink Market following that date until the Company complies with
the current public information requirement under Rule 15c2-11. If
the Company’s common stock quotes are removed from the Pink
Market, it may still be traded in the OTC Expert Market (the
“Expert Market”). The Expert Market does not allow
market makers to post bid and offer prices and sizes, but market
makers are required to report trades and last sale prices and
trading volume are reported publicly. It may be difficult for
investors to sell their shares of the Company’s common stock
at a price that is attractive or at all. In addition, an inactive
market may impair the Company’s ability to raise capital by
selling shares and may impair the Company’s ability to
acquire other companies or technologies by using its shares as
consideration, which, in turn, could adversely affect our business.
The Company intends to seek to have its quotations and trading in
its common stock restored to the Pink Market, or a higher OTC
market tier, promptly following the filing of the Outstanding
Exchange Act Reports. For more information on the OTC market and
trade reporting, please visit www.otcmarkets.com.
Investor Presentation
The Company is furnishing as Exhibit 99.1 a presentation to be used
by the Company during investor meetings.
The information in this Item 7.01 and Exhibit 99.1 attached hereto
(i) is being furnished and shall not be deemed “filed”
for the purpose of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, and (ii) shall not be
incorporated by reference into any filing under the Securities Act
or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
This Item 7.01, including Exhibit 99.1, may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on the current
beliefs and expectations of the Company’s management and are
subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements.
Factors that could cause the Company’s actual results to
differ materially from those described in the forward-looking
statements can be found in the Company’s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and other
Securities and Exchange Commission filings. The Company does not
undertake to update the forward-looking statements to reflect the
impact of circumstances or events that may arise after the date of
the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Number
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Description
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Investor
Presentation dated August 23, 2021
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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.
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LIBERATED SYNDICATION INC.
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Date:
August 23, 2021
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By:
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/s/
Laurie Ann Sims
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Name:
Laurie Ann Sims
Title:
President and COO
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