Item 1.01 Entry into a Material Definitive Agreement.
Mast Hill Loan
On November 23, 2022, Infinite Group, Inc. (the “Company”), as borrower, entered into a financing arrangement (the “Loan”) with Mast Hill Fund, L.P. (the “Lender”), a Delaware limited partnership. In exchange for a promissory note, Lender agreed to lend the Company $566,000.00, which bears interest at a rate of eight percent (8%) per annum, less $56,600.00 original issue discount. Under the terms of the Loan, amortization payments are due beginning March 23, 2023, and each month thereafter with the final payment due on November 23, 2023. Additionally, in the event of a default under the Loan or if the Company elects to pre-pay the Loan, the Lender has the right to convert any portion or all of the outstanding and unpaid principal and interest into fully paid and non-assessable shares of the Company’s common stock at a conversion price of $3.55 per share. The conversion price is subject to adjustment under certain circumstances, including issuances of Company common stock below the conversion price. The Company is not required to issue additional shares to Lender in the event an adjustment to the conversion price occurs. Except for the option to convert the note in the event of a pre-payment, there is no pre-payment penalty associated with the promissory note. The Loan is subject to customary events of default, including cross-defaults on the Loan agreements and on other indebtedness of the Company, violations of securities laws (including Regulation FD), and failure to issue shares upon a conversion of the note. Amounts due under the Loan are subject to a 15% penalty in the event of a default. As additional consideration for the financing, the Company issued Lender a 5-year warrant to purchase 110,000 shares of Company common stock at a fixed price of $3.55 per share, subject to price adjustments for certain actions, including dilutive issuances, representing approximately 69% warrant coverage on the principal amount of the Loan. The Company has granted the Lender customary “piggy-back” registration rights with respect to the shares issuable upon conversion of the promissory note and exercise of the warrant. No material relationship exists between the Company or its affiliates and Lender, other than in respect of the Loan and similar loans between the Company and Lender entered into on November 3, 2021, February 11, 2022, and May 31, 2022, respectively.
J.H. Darbie & Co., Inc. ( “Finder”), a registered broker-dealer, acted as a finder in connection with the Loan, and was paid a cash fee of $14,000.00 (2.75% of the gross proceeds of the Loan) and issued a 5-year warrant to purchase 8,371 shares of Company common stock at a fixed price of $4.26 per share (120% of the exercise price of the warrant issued in connection with the Loan), subject to price adjustments for certain actions, including dilutive issuances, representing 7% warrant coverage on the gross proceeds of the Loan. The Company has granted the Finder customary “piggy-back” registration rights with respect to the shares issuable upon exercise of the warrant.
Amendments to Previous Loans
The Company and the Lender are parties to promissory notes dated November 3, 2021, February 11, 2022, and May 27, 2022 (collectively, the “Notes”). On November 23, 2022, the Company and the Lender entered into amendments (the “Amendments”) with respect to each of the Notes waiving any Event of Default (as defined in the Notes) under Section 4.17 of the Notes that occurred prior to November 23, 2022. In addition, the amendment to the November 3, 2021 Note extended the maturity date of the Note to March 31, 2023, and increased the principal balance of the Note by $140,000.00 (the “Increased Principal Portion”), which Increased Principal Portion was due from the Company to the Lender on or before November 28, 2022. Except as set forth above, the terms of the Notes remain the same.
The foregoing summary of the Loan and Amendments is qualified in its entirety by reference to the Loan Documents and Amendments, which are attached as Exhibit 10.1 through Exhibit 10.7 hereto.