Message: Entry Into a Material Definitive Agreement.
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Item 1.01.
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Entry Into a Material Definitive Agreement.
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Retirement of Purchase Order Financing
On March 23, 2009 e.Digital Corporation (the “Company”) paid and retired a short-term working capital financing arrangement originally funded in March 2007 and due, as amended, on June 23, 2009, by paying the $300,000 remaining outstanding principal amount pursuant to the related secured promissory note. Mr. Eric M. Polis, a director of the Company since October 2008, is Secretary, Treasurer and a director of the lender, ASI Technology Corporation (“ASI”).
This retirement also terminates the related security agreement that provided the lender a security interest in substantially all the Company’s assets.
Retirement of Promissory Note
On March 23, 2009 the Company also retired an unsecured $40,000 promissory note due April 3, 2009.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Retirement of Secured Promissory Note
The Company retired a short-term secured promissory note, as amended, in the principal amount of $300,000 as described above. A description of the material terms of the retired obligation, as amended, are described above and in Form 8-K filed on January 4, 2008 and Form 8-K filed on January 6, 2009.
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Item 3.02.
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Unregistered Sales of Equity Securities
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Issuances of Unregistered Shares of Common Stock
On January 30, 2009 the Company issued 485,436 shares of Common Stock to Davric Corporation in consideration of a $50,000 monthly payment for January 2009 on its 7.5% term note. The shares were sold upon the exemption provided by Section 4(2) under the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.
On February 5, 2009 the Company issued 28,517 shares of Common Stock to ASI Technology Corporation in consideration of a $3,000 finance fee on renewal of the $300,000 secured note described above. The shares were sold upon the exemption provided by Section 4(2) under the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.
On February 27, 2009 the Company issued 285,388 shares of Common Stock to Davric Corporation in consideration of a $50,000 monthly payment for February 2009 on its 7.5% term note. The shares were sold upon the exemption provided by Section 4(2) under the Securities Act of 1933, no commissions were paid and a restrictive legend was placed on the shares issued.
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Item 9.01.
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Financial Statements and Exhibits
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(c)
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Exhibits
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99.1
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Loan Extension Agreement between the Company and ASI Technology Corporation dated December 31, 2008 filed as Exhibit 99.1 to Form 8-K filed on January 6, 2009.
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99.2
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Secured Promissory Note of the Company to ASI Technology Corporation dated as of December 23, 2007 filed as Exhibit 99.1 to Form 8-K filed on January 4, 2008.
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99.3
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Security Agreement between the Company and ASI Technology Corporation dated as of December 23, 2007 filed as Exhibit 99.2 to Form 8-K filed on January 4, 2008.
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