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): November 21, 2007
iDNA,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
1-11601
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34-1816760
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(Commission
File Number)
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(IRS
Employer Identification No.)
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415
Madison Avenue, 7th
Floor
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New
York, New York
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
644-1400
(Registrant’s
Telephone Number, Including Area Code)
(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):
o
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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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Item
1.01 Entry into a Material Definitive Agreement.
On
November 21, 2007, iDNA, Inc. (“iDNA”
or
the
“Company”),
via
its wholly owned subsidiary, iDNA Cinema Holdings, Inc. (“Holdings”),
entered into a Master Loan and Security Agreement (the “Loan
Agreement”)
with
Silar Advisors, L.P. (“Silar”),
as
Lender and Administrative, Payment and Collateral Agent, pursuant to which
Silar
agreed to provide a term loan in an aggregate principal amount of $4,250,000
(the “Term
Loan”)
to
Holdings (the “Term
Loan Financing”).
Interest is to accrue on the Term Loan at a per annum rate equal to the variable
annual rate of interest designated from time to time by Citibank N.A. as
its
“prime rate,” plus 4%, or, if greater, 12.25%, and is payable by Holdings on a
quarterly basis. Closing of the Term Loan Financing occurred immediately
on
November 21, 2007 (the “Closing
Date”).
The
Term Loan matures on the second anniversary of the Closing Date (the
“Maturity
Date”)
unless
extended for one year at the option of Holdings, upon written notice provided
to
Silar between fifteen (15) and forty-five (45) days prior to the Maturity
Date,
provided that no default is then ongoing and that Holdings is then in compliance
with its financial covenants under the Loan Agreement.
iDNA
intends to use the proceeds from the Term Loan Financing in the following
manners: (i) approximately $1,000,000 will be applied for the repayment and
retirement of iDNA’s existing indebtedness to Seasons Go Round Inc.; (ii)
approximately $260,000 will be used for prepayment of interest on the Term
Loan;
(iii) approximately $167,000 will be paid to Silar or its designee in
satisfaction of fees and expenses due in connection with the Term Loan
Financing; (iv) $60,000 will be paid to Sam DelPresto for its role in
facilitating the Term Loan Financing; and (v) the remaining proceeds of
approximately $2,700,000 will be utilized for working capital purposes.
The
Term
Loan is secured by a pledge of all of Holdings’ assets, including all of the
outstanding shares of National Cinemas, Inc. (“NCI”),
which
owns a 50% membership interest in Angelika
Film Centers, LLC (“AFC”),
the
owner and operator of the
Angelika Film Center, a
multiplex cinema and café complex in the Soho District of Manhattan, New York
City.
The
Term Loan is also guaranteed by (i) iDNA (with such guaranty being secured
by a
pledge of substantially all of iDNA’s assets, other than the shares of its
operating subsidiaries) and (ii) NCI (with such guaranty being secured by
a
pledge of substantially all of NCI’s assets, other than its 50% membership
interest in AFC).
In
connection with the Term Loan Financing, as required by the Loan Agreement,
iDNA
also issued to Silar a warrant (the “Warrant”)
to
purchase 1,500,000 shares of iDNA’s common stock (“Common
Stock”),
par
value $0.05 per share, at an exercise price of $0.27 per share. The number
of
shares issuable upon exercise of the Warrant is subject to customary adjustment
in the event of a stock dividend, stock split, reverse stock split or similar
event and is furthermore subject to a weighted-average antidilution protection
in the event that iDNA issues additional shares of Common Stock for
consideration less than the existing exercise price under the Warrant.
Additionally, pursuant to the Warrant, the holder thereof has been granted
(subject to certain conditions, including the reimbursement of iDNA’s costs)
three demand registration rights for the underlying shares of Common Stock,
as
well as unlimited piggyback registration rights for such shares of Common
Stock.
The
Warrant was issued to Silar pursuant to an exemption provided by Section
4(2)
and/or Rule 506 of Regulation D (“Regulation
D”)
under
the Securities Act of 1933, as amended (the “Securities
Act’),
given
that (i) Silar has represented to the Company that it is an “accredited
investor” (as defined in Regulation D), (ii) the Warrant issuance was not made
in connection with any “general solicitation” (within the meaning of Rule 502(c)
of Regulation D) and (iii) the Warrant, when issued, was in certificated
form
and bears appropriate restrictive legends.
Each
of
the Loan Agreement, the related security documents and the Warrant are attached
as exhibits (each an “Exhibit,”
and,
collectively, the “Exhibits”)
to
this Current Report on Form 8-K (this “Form
8-K”).
The
foregoing descriptions of the Exhibits are merely summaries, and are not
intended to be complete; and the full text of each Exhibit is incorporated
herein by reference.
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
descriptions of the Term Loan, the Term Loan Financing and the Loan Agreement
set forth in Item 1.01 of this Form 8-K are incorporated by reference into
this
Item 2.03 in their entirety.
Item
3.02 Unregistered Sales of Equity Securities.
The
description of the Warrant set forth in Item 1.01 of this Form 8-K is
incorporated by reference into this Item 3.02 in its entirety.
Item 8.01
Other Events.
On
November 21, 2007, iDNA issued a press release announcing
the closing of the Term Loan Financing.
A copy
of the press release is furnished as Exhibit 99.1 to this
Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
No.
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Description
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10.1
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Form
of Master Loan and Security Agreement, dated as of November 19,
2007, by
and between iDNA Cinema Holdings, Inc., as Borrower, and Silar
Advisors,
L.P., as Lender and Administrative, Payment and Collateral
Agent
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10.2
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Form
of Promissory Note, dated November 21, 2007, issued by iDNA Cinema
Holdings, Inc. in the stated principal amount of $4,250,000 and
payable to
the order of Silar Advisors, L.P.
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10.3
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Form
of Warrant to purchase 1,500,000 shares of iDNA’s Common Stock, issued by
iDNA, Inc. to Silar Advisors, L.P. on November 21, 2007
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10.4
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Form
of Guaranty and Pledge Agreement, dated as of November 19, 2007,
entered
into by iDNA, Inc. in favor of Silar Advisors, L.P.
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10.5
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Form
of Guaranty and Pledge Agreement, dated as of November 19, 2007,
entered
into by National Cinemas, Inc. in favor of Silar Advisors,
L.P.
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10.6
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Form
of Amendatory Agreement, dated as of November 21, 2007, entered
into by
iDNA, Inc., iDNA Cinema Holdings, Inc., National Cinemas, Inc.,
Silar
Advisors, L.P. and Reed Smith LLP providing, inter
alia,
for the re-dating to November 21, 2007 of the foregoing agreements
that
were dated as of as of November 19, 2007
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99.1
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Press
Release dated November 21, 2007 issued by iDNA,
Inc.
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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.
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iDNA,
INC.
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Date:
November 27, 2007
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By:
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/s/ Robert
V. Cuddihy, Jr.
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Name:
Robert V. Cuddihy, Jr.
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Title:
Chief Financial Officer, Secretary and
Treasurer
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EXHIBIT
INDEX
No.
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Description
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10.1
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Form
of Master Loan and Security Agreement, dated as of November 19,
2007, by
and between iDNA Cinema Holdings, Inc., as Borrower, and Silar
Advisors,
L.P., as Lender and Administrative, Payment and Collateral
Agent
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10.2
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Form
of Promissory Note, dated November 21, 2007, issued by iDNA Cinema
Holdings, Inc. in the stated principal amount of $4,250,000 and
payable to
the order of Silar Advisors, L.P.
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10.3
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Form
of Warrant to purchase 1,500,000 shares of iDNA’s Common Stock, issued by
iDNA, Inc. to Silar Advisors, L.P. on November 21, 2007
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10.4
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Form
of Guaranty and Pledge Agreement, dated as of November 19, 2007,
entered
into by iDNA, Inc. in favor of Silar Advisors, L.P.
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10.5
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Form
of Guaranty and Pledge Agreement, dated as of November 19, 2007,
entered
into by National Cinemas, Inc. in favor of Silar Advisors,
L.P.
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10.6
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Form
of Amendatory Agreement, dated as of November 21, 2007, entered
into by
iDNA, Inc., iDNA Cinema Holdings, Inc., National Cinemas, Inc.,
Silar
Advisors, L.P. and Reed Smith LLP providing, inter
alia,
for the re-dating to November 21, 2007 of the foregoing agreements
that
were dated as of as of November 19, 2007
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99.1
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Press
Release dated November 21, 2007 issued by iDNA,
Inc.
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