Current Report Filing (8-k)
02 6월 2018 - 6:28AM
Edgar (US Regulatory)
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): May 29, 2018
Premier Exhibitions, Inc.
(Exact name of Registrant as Specified in Charter)
FLORIDA
(State or Other Jurisdiction
of Incorporation)
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000-24452
(Commission
File Number)
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20-1424922
(I.R.S. Employer
Identification Number)
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3045 Kingston Court, Suite I, Peachtree Corners, Georgia 30071
(Address of Principal Executive Offices) (Zip Code)
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(404) 842 - 2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). 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 1.01.
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Entry into a Material Definitive Agreement.
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DIP Financing Extension
On May 18, 2017, Premier Exhibitions, Inc. (the
“
Company
”) filed a motion with the United States Bankruptcy Code for the Middle District of Florida (the “
Bankruptcy
Court
”) seeking approval of that certain Senior Secured Debtor-in-Possession Loan Agreement (the “
DIP Loan Agreement
”)
entered into on May 18, 2017 by the Company and each of its U.S. subsidiaries (collectively, the “
Debtors
”)
and Bay Point Capital Partners LP (the “
DIP Lender
”), pursuant to which the DIP Lender agreed to loan up to
$5,000,000 in a multi-draw term loan credit facility (the “
DIP Financing
”) to the Debtors. In July 2017, the
Bankruptcy Court approved the DIP Loan Agreement, effective as of June 29, 2017. Pursuant to its terms, the DIP Loan Agreement
may be extended by the Company by giving notice of extension to the DIP Lender no later than 30 days prior to June 29, 2018 (as
may be extended pursuant to the terms of the DIP Loan Agreement, the “
Maturity Date
”). On May 29, 2018, the
Company timely exercised its option to extend the Maturity Date of the DIP Loan Agreement by one year, with a new Maturity Date
of June 29, 2019. Other than the extension of the Maturity Date, all other terms of the DIP Loan Agreement remain unchanged and
are effective and in full force.
The foregoing description of the DIP Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to the DIP Loan Agreement, a copy of which is filed
as Exhibit 10.2 to our Current Report on Form 8-K filed on May 19, 2017 and incorporated herein by reference.
Bankruptcy Court Order Granting Motion of
Equity Security Holders for Standing to Pursue Certain Claims
On May 25, 2018, the Bankruptcy Court issued
an order (the “
Order
”) granting the Emergency Motion of the Official Committee of Equity Security Holders for
Entry of an Order Granting Derivative Standing and Authority to Prosecute and Settle Certain Claims on Behalf of the Debtors’
Estates (the “
Motion
”). Pursuant to the Motion, the Official Committee of Equity Security Holders (the “
Equity
Committee
”) appointed in connection with the Debtors’ voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code sought derivative and exclusive standing to pursue certain claims on behalf of the Company, including certain claims against
current and former directors and officers of the Company (the “
D&O Claims
”) , for alleged: (i) breach of
fiduciary duties to the Company and its shareholders by prioritizing their pecuniary interests in selling certain shares of the
Company’s stock and appropriating a corporate opportunity; (ii) aiding and abetting the breaches of fiduciary duties set
forth in the prior clause (i); (iii) breach of fiduciary duties and gross negligence related to the Company’s merger with
DinoKing Tech Inc.; and (iv) breach of fiduciary duties by Daoping Bao, the Executive Chairman, President and CEO of the Company,
for failing to disclose or rectify the errors set forth in the prior clauses (i) through (iii) after being appointed as a director
and CEO of the Company.
Pursuant to the Order, the Equity Committee’s
Motion was granted, thereby providing the Equity Committee with standing to commence, prosecute, and if appropriate, settle, the
D&O Claims. The Order provides that any adversary proceeding (the “
Adversary Proceeding
”) initiated by the
Equity Committee to advance the D&O Claims shall be stayed for a period from the date such Adversary Proceeding is commenced
to a date set by the Bankruptcy Court for a status conference, approximately 60 days thereafter (the “
Stay Period
”).
The Order further provides that during such Stay Period, however, the following actions are not stayed with respect to the D&O
Claims and the Adversary Proceeding: (i) the Equity Committee’s seeking of an ex parte order to hold the Adversary Proceeding
in abeyance pending a status conference; (ii) the Equity Committee effectuating service of an initial complaint and ex parte order
in the Adversary Proceeding; and (iii) the Equity Committee engaging in settlement negotiations with the parties to the Adversary
Proceeding. The Order further provides that, until further order of the Bankruptcy Court, defendants to any of the D&O claims
shall not be required to file a responsive pleading during the Stay Period, and the Equity Committee’s request for standing
to pursue additional claims, as requested in the Motion, shall be continued until a hearing scheduled before the Bankruptcy Court
on June 7, 2018.
The foregoing description of the Order does
not purport to be complete and is qualified in its entirety by reference to the Order, a copy of which is filed hereto as Exhibit
99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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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PREMIER EXHIBITIONS, INC.
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Date: June 1, 2018
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By:
/s/Jerome Henshall
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Jerome Henshall
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Chief Financial Officer
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Premier Exhibitions (CE) (USOTC:PRXIQ)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Premier Exhibitions (CE) (USOTC:PRXIQ)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
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