Current Report Filing (8-k)
19 Noviembre 2019 - 5:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October
28, 2019
Date of Report (date of earliest event reported)
iPic
Entertainment Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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001-38380
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82-3129582
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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Mizner
Park, 433 Plaza Real, Ste. 335,
Boca
Raton, Florida 33432
(Address of principal executive offices)
(561)
886-3232
(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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on which Registered
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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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Entry into a Material Definitive Agreement
As
previously disclosed, on August 5, 2019 (the “Petition Date”), iPic Entertainment Inc. (“iPic” or the
“Company”) and certain of its wholly-owned subsidiaries (together with iPic, the “Debtors”) filed voluntary
petitions (collectively, the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), for which
joint administration has been sought (the “Chapter 11 Cases”), under the caption In re: iPic-Gold Class Entertainment,
LLC, et al Case No. 19-11737.
In
connection with the Bankruptcy Petitions, on October 17, 2019, the Company conducted, pursuant to bid procedures approved by the
Bankruptcy Court, an auction (the “Auction”) under Section 363 of the U.S. Bankruptcy Code relating to the disposition
of substantially all of the Debtor’s assets.
The
bid submitted by iPic Theaters, LLC (the “Purchaser”), an affiliate of the Teachers’ Retirement System of Alabama
(“TRSA”) and the Employees’ Retirement System of Alabama (“ERSA”), the Debtor’s largest creditor
and a significant stockholder of the Company, was the winning bid (the “Winning Bid”). On November 15, 2019, the Purchaser
acquired substantially all of the Debtors’ assets (the “Purchased Assets”) pursuant to an Asset Purchase Agreement
(the “Asset Purchase Agreement”) by and among iPic-Gold Class Entertainment, LLC, iPic Gold Class Holdings LLC, iPic
Media LLC, Delray Beach Holdings, LLC, iPic Texas, LLC (collectively, the “Sellers”) and the Purchaser. Consideration
for the Purchased Assets consists of the Debtors receiving an offsetting credit against the balances due under the Debtors’
postpetition financing facility, and the prepetition indebtedness of the Sellers to TRSA and ERSA in an aggregate amount equal
to $40 million. Prior to the closing, the Bankruptcy Court entered an order approving the sale of the Purchased Assets.
Based
on the assets remaining in the Debtors’ estate, the Company does not expect that any assets of the estate will be available
for distribution to stockholders of the Company.
The
foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by the
full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
disclosures under Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Effective
November 15, 2019, each of Hamid Hashemi, Paul Safran, Andre Loehrer and Clark Woods resigned as executive officers of the Company.
Effective upon the Closing, the Board reduced its size to three directors and Hamid Hashemi and Robert Kirby resigned as directors
of the Company. William Nolan, of FTI Consulting, Inc., the Company’s financial advisor, will continue to serve as the Company’s
Chief Restructuring Officer.
The
resignations described above were a result of the Chapter 11 Cases, and not the result of any disagreement with management, the
Company or its operations, policies or practices.
Item
8.01 Other Events
On
November 18, 2019, the Company issued a press release announcing the closing of the transaction. A copy of the press release is
attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In
addition to historical information, this Current Report on Form 8-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements, plans,
objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements relate
to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are
not historical facts. You can identify forward-looking statements by terms such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “should,” “will” and “would” or the negatives of these terms or other
comparable terminology, but the absence of these particular words does not mean that a statement is not forward-looking.
You
should not place undue reliance on forward-looking statements.
Although
the forward-looking statements in this Current Report on Form 8-K are based on our beliefs, assumptions and expectations, taking
into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements
or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements
will be attained. Should one or more of the risks or uncertainties referred to above and elsewhere in this Form 8-K materialize,
or should any of our assumptions prove to be incorrect, our actual results may vary in material and adverse respects from those
projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
Number
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Description
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2.1*
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Asset Purchase Agreement dated as of October 28, 2019, by and among iPic-Gold Class Entertainment, LLC, iPic Gold Class Holdings LLC, iPic Media LLC, Delray Beach Holdings, LLC, and iPic Texas, LLC, as Sellers, and iPic Theaters, LLC, as Purchaser
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99.1
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Press Release, dated November 18, 2019
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*
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Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. iPic hereby undertakes to furnish supplementally
copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
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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.
Dated:
November 18, 2019
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IPIC
ENTERTAINMENT INC.
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By:
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/s/
Andre Loehrer
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Name:
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Andre
Loehrer
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Title:
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Interim
Chief Financial Officer
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3
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