Date
of Report (Date of earliest event reported)
|
May
29, 2009
|
SIMTROL,
INC.
|
|||
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
1-10927
|
58-2028246
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
520
Guthridge Court, Suite 250, Norcross, Georgia
|
30092
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code
|
(770)
242-7566
|
N/A
|
|||
(Former
name or former address, if changed since last
report)
|
|
·
|
The
Master Note bears interest at the rate of 22% per annum, is payable six
months from the issue date (“Maturity Date”) and can be pre-paid at any
time. Accrued interest is payable in cash on the Maturity
Date.
|
|
·
|
The
Maturity Date of the Master Note may be extended by the Company for two
30-day periods. If the Company elects to extend the Maturity
Date, the Company will pay a 5% Extension Fee at the conclusion of each
such 30-day Extension Period, payable at the option of the Company in cash
or the Company’s common stock. By way of example, if the
outstanding balance of the Master Note is $22,500, the Company would pay
an Extension Fee of $1,125. If the Extension fee is paid in
common stock, the common stock will be deemed to have a value per share
equal to the greater of $0.375 or the 10-day simple average of closing
prices on the Over The Counter Bulletin Board (“OTCBB”) for the 10 trading
days preceding the date the payment is
due.
|
|
·
|
The
Master Note is secured by all of the Company’s cash and cash equivalents,
accounts receivable, prepaid assets, and equipment. The Master
Note and Participation Interests will be convertible into equity
securities on the following terms:
|
|
o
|
If
the Company closes a “Qualifying Next Equity Financing” before the
Maturity Date, the then-outstanding balance of principal and accrued
interest on the Master Note will automatically convert into shares of the
“Next Equity Financing Securities” the Company issues. “Next
Equity Financing Securities” means the type and class of equity securities
that the Company sells in a Qualifying Next Equity Financing or a
Non-Qualifying Next Equity Financing. If the Company sells a
unit comprising a combination of equity securities, then the Next Equity
Financing Securities shall be deemed to constitute that
unit. Upon conversion, the Company would issue that number of
shares of Next Equity Financing Securities equal the quotient obtained by
dividing the then-outstanding balance of principal and accrued interest on
the Master Note by the price per share of the Next Equity Financing
Securities.
|
|
o
|
If
the Company closes a “Non-Qualifying Next Equity Financing” before the
Maturity Date, the then-outstanding balance of principal and accrued
interest represented by a Participation Interest can be converted, at the
option and election of the investor, into shares of the “Next Equity
Financing Securities” the Company
issues.
|
|
o
|
A
“Qualifying Next Equity Financing” means the first bona fide equity
financing (or series of related equity financing transactions) occurring
subsequent to the date of issue of the Master Note in which the Company
sells and issues any securities for total consideration totaling not less
than $2.0 million in the aggregate (including the principal balance and
accrued but unpaid interest to be converted on all our outstanding
Participation Interests in the Master Note) at a price per share for
equivalent shares of common stock that is not greater than $0.375 per
share.
|
|
o
|
A
“Non-Qualifying Next Equity Financing” means that the Company completes a
bona fide equity financing but fails to raise total consideration of at
least $2.0 million, or
the price per share for equivalent shares of common stock is greater than
$0.375 per share.
|
|
o
|
At
any time prior to payment in full of this Note, an Investor may convert
all, but not less than all, of such Investors interest in this Note (as
represented by such Investor’s Participation Interest) into that number of
Series C Preferred Stock Units equal to (A) the principal balance plus
accrued but unpaid interest hereunder due and payable to the investor in
accordance with such Investor’s Participation Interest, divided by (B)
$750.00. Each Series C Preferred Stock Unit comprises one share
of our Series C Convertible Preferred Stock and detachable five-year
warrants (“Series C Warrants”) to acquire 2,000 shares of our common stock
at an exercise price of $0.375 per
share.
|
SIMTROL,
INC.
|
|||
|
By:
|
/s/ Stephen N. Samp | |
Stephen N. Samp | |||
Chief Financial Officer | |||