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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): June 18, 2010
AMHN, INC.
(Exact name of registrant as specified in its charter)
| Utah | 000-16731 | 87-0233535 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 North First Street, Suite 104, Burbank, California 91502
(Address of principal executive offices and Zip Code)
(424) 239-6781
(Registrant’s telephone number, including area code)
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)) |
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| Page | ||||
| Item 2.04 | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 3 | ||
| Item 9.01 | Financial Statements and Exhibits | 3 | ||
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| Item 2.04 | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
As previously disclosed in the Current Report on Form 8-K filed by AMHN, Inc. (the “Company”) with the Commission on April 7, 2010, the Company issued a 4% Secured Promissory Note (the “Note”) in the principal base amount of $800,000 (the “Principal Base Amount”) to Seatac Digital Resources, Inc. (“Seatac”) on April 1, 2010, pursuant to the terms of that certain Note Purchase Agreement (the “Note Purchase Agreement”) of even date therewith. The Principal Base Amount of the Note, plus any and all additional advances made to the Company thereafter (the “Aggregated Principal Amount”), together with accrued interest at the annual rate of four percent (4%), is due in one lump sum payment on June 30, 2010 (the “Maturity Date”). The Note provides that the Note will automatically renew on the Maturity Date for additional ninety (90) day periods (the “Extended Maturity Date”) unless ten (10) days prior to the Extended Maturity Date the Holder provides written notice to the Company of its intent not to renew.
As of May 31, 2010, the Aggregated Principal Amount of the Note was $900,000 due to the advance of $50,000 to the Company in each of April and May 2010.
As security for the Company’s obligations under the Note Purchase Agreement and the Note, the Company pledged all of the capital stock of the Company’s subsidiary, America’s Minority Health Network, Inc., a Delaware corporation (the “Company’s Subsidiary”), pursuant to the terms of a Stock Pledge and Escrow Agreement dated April 1, 2010. Repayment of the Note is guaranteed by the Subsidiary and is also secured by a blanket lien encumbering the assets of the Company and the Company’s Subsidiary.
On June 18, 2010, Seatac gave the Company a ten (10) day notice to the Company that it did not intend to renew the Note to extend the Maturity Date; therefore, the entire sum of principal and interest due under the Note is payable on June 30, 2010.
Should the Company be unable to pay the Aggregated Principal Amount or interest due under the Note for a period of ten (10) days or more after the Maturity Date of June 30, 2010, a one-time late charge equivalent to six percent (6%) of the unpaid amount shall be charged by Seatac. Thereafter, the Stated Interest Rate shall be adjusted to a rate of ten percent (10%) per annum, subject to the limitations of applicable law. In addition, Seatac may decide to satisfy the Note by seizing the Company’s assets, including the Company’s subsidiary.
The foregoing descriptions of the Note, Note Purchase Agreement, and the Stock Pledge and Escrow Agreement is qualified, in its entirety, by reference to each agreement, copies of which were attached as exhibits to the Company’s Current Report on Form 8-K filed with the Commission on April 7, 2010, which report and exhibits are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired: |
None.
| (b) | Pro Forma Financial Information: |
None.
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| (c) | Shell Company Transactions: |
None.
| (d) | Exhibits: |
| Exh. |
Date |
Document | ||
| 10.01 | June 18, 2010 | Letter from Seatac Digital Resources, Inc.* |
| * | Filed herewith. |
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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.
| Date: June 24, 2010 | AMHN, INC. | |||
| By: | /s/ Robert Cambridge | |||
| Robert Cambridge | ||||
| Chief Executive Officer | ||||
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Exhibit 10.1
|
555 H Street Suite H Eureka CA 95501
Phone 707-444-6617 Fax 707-444-6619 | |||||
June 18, 2010
Mr. Robert Cambridge, President
AMHN, Inc.
100 North First Street, Suite 104
Burbank, CA 91502
RE: Notice of intent not to extend promissory note
Dear Bob:
On April 1, 2010, AMHN, Inc. executed a secured promissory note to Seatac (the “Note”) in the principal amount of $800,000, which amount was increased to $900,000 with two additional advances of $50,000 each in April and May 2010. The terms of the Note provide for an automatic renewal on the maturity date for additional ninety (90) day periods unless ten (10) days prior to the automatic renewal, we provide written notice of our intent not to renew.
Please consider this letter as our intent not to renew or extend the Note for an additional ninety (90) day period, making the entire principal and interest under the Note due and payable on June 30, 2010.
Sincerely,
SEATAC DIGITAL RESOURCES, INC.
/s/ Robin Tjon
Robin Tjon
President