Company issues warrants to lenders Rhine and Topside
By Marisa Wong
Madison, Wis., Feb. 11 – InterCore, Inc. has received advances totaling $3,827,073 under a loan agreement with Rhine Partners, LP as of Wednesday, according to an 8-K filing with the Securities and Exchange Commission.
InterCore originally entered into a loan and security agreement and a secured promissory note with Rhine on May 5, 2014.
The credit facility permits borrowings up to $4 million, earns a 6% origination fee at the time of each advance, bears interest at 18% per year and matures on Nov. 5, 2015.
Upon entering into the loan agreement, InterCore granted Rhine a warrant to purchase up to 2 million shares of common stock at an exercise price of $1.00 per share through May 2, 2018. This warrant was fully vested upon issuance and contains a cashless exercise provision.
Outstanding principal of the credit facility may be converted at any time into shares of InterCore’s series D preferred stock at $10.00 per share or into shares of its restricted common stock at a price equal to 40% of the market price based on the average closing price of the five days preceding conversion.
Rhine’s conversion option is valid up to five days after InterCore tenders repayment of the principal.
As of Wednesday, the company has repaid principal and paid interest of $518,477 and $273,523, respectively. As a result, the total principal currently outstanding in connection with the Rhine facility is $3,308,596.
The company also disclosed in Wednesday’s 8-K that it has an outstanding loan with Topside Partners, LP.
InterCore entered into a loan agreement with Topside on May 7, 2014 and borrowed $75,000.
This note bears interest at the rate of 18% per year and matures on Nov. 7, 2015.
Additionally, InterCore paid a one-time facility fee of $3,375 to Topside upon execution of the note.
InterCore also issued a warrant for Topside to purchase up to 50,000 shares of its common stock at an exercise price of $1.00 per share for a period of four years. The warrant was 100% vested upon issuance.
Outstanding principal of the note may be converted at any time into shares of InterCore’s series D preferred stock at the price of $10.00 per share or into shares of its restricted common stock at a 60% discount to market based on the average closing price of the five days preceding conversion.
Topside has the right to make such a conversion election up to five days after InterCore tenders payment of the principal.
Formerly InterCore Energy, Inc., InterCore is based in Delray Beach, Fla.
| Issuer: | InterCore, Inc.
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| Issue: | Convertible promissory notes
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| Amount: | $4 million (Rhine), $75,000 (Topside)
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| Maturity: | Nov. 5, 2015 (Rhine), Nov. 7, 2015 (Topside)
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| Coupon: | 18%
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| Conversion price: | $10.00 per series D preferred or into restricted stock at price equal to 60% discount to market
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| Warrants: | Up to 2 million shares (Rhine), up to 50,000 shares (Topside)
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| Warrant expiration: | May 2, 2018 (Rhine), four years (Topside)
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| Warrant strike price: | $1.00
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| Investors: | Rhine Partners, LP ($4 million), Topside Partners, LP ($75,000)
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| Announcement date: | Feb. 11
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| Stock symbol: | OTC: ICOR
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| Stock price: | $3.09 at close Feb. 10
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| Market capitalization: | $129.99 million
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