f8k061809_redmile.htm
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 19, 2009
Red
Mile Entertainment, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation)
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000-50814
(Commission
File
Number)
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20-4441647
(IRS
Employer
Identification
Number)
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223
San Anselmo Way, #3
San
Anselmo, CA 94960
(Address
of principal executive offices) (Zip Code)
(415)
339-4240
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Section
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed by Red Mile
Entertainment, Inc. (“Red Mile”) on February 12, 2008 with the Securities and
Exchange Commission (the “Commission”), on February 11, 2008, Red Mile entered
into an uncommitted revolving line of credit agreement (as amended on May 7,
2008, the “Credit Agreement”) with Tiger Paw Capital Corporation, a corporation
controlled by Mr. Kenny Cheung, the owner of approximately 10.07% of Red Mile’s
outstanding common stock (“Tiger Paw”), in the amount of $1,000,000 (“The
Line”). The Line is secured by all present and future assets of Red Mile
pursuant to a security agreement between Red Mile and Tiger Paw (the “Security
Agreement”). Concurrent with the closing of the Line, Red Mile issued a
promissory note to Tiger Paw obligating Red Mile to pay Tiger Paw on demand the
aggregate principal amount of the advances made by Tiger Paw to Red Mile
pursuant to the Line (the “Note”). Copies of the Credit Agreement, the Note and
the Security Agreement were filed as Exhibits 10.1, 10.2 and 10.3, respectively,
to Red Mile’s Current Report on Form 8-K filed with the Commission on February
12, 2008.
As
previously disclosed in the Current Report on Form 8-K filed by Red Mile on May
12, 2008 with the Commission, on May 7, 2008, Red Mile entered into a secured
credit agreement with SilverBirch Inc. (“SilverBirch”), in the amount of
CDN$750,000. Concurrent with the closing of the SilverBirch credit agreement,
Tiger Paw agreed to subordinate CDN$750,000 of the Line (the “Subordination
Agreement”). Tiger Paw also agreed, pursuant to a Forbearance Agreement with Red
Mile on May 7, 2008 (as amended on November 5, 2008, the “Forbearance
Agreement”), not to exercise any demand or enforcement rights under the Credit
Agreement or the Note issued by Red Mile in connection with Credit Agreement
until November 7, 2008. Copies of the Subordination Agreement and the
Forbearance Agreement were filed as Exhibits 10.5 and 10.6, respectively, to Red
Mile’s Current Report on Form 8-K filed with the Commission on May 12, 2008. The
Subordination Agreement and Forbearance Agreement have now terminated according
to their terms.
On June
19, 2009 (the “Effective Date”), Red Mile and Tiger Paw entered into a Second
Amendment to Revolving Line of Credit Agreement and Promissory Note (the “Second
Amendment”) pursuant to which all outstanding principal and accrued interest
under the Credit Agreement, and all future advances and accrued interest will be
due and payable on demand by Tiger Paw but in no event later than the first
anniversary of the Effective Date. In addition, Tiger Paw is entitled, at its
option, any time after the Effective Date, to convert all or part of the
then-outstanding principal and accrued interest into shares of Red Mile’s common
stock at a conversion price for each share of common stock equal to the average
closing bid price for the common stock for the three trading days before the
conversion date. The foregoing description of the Second Agreement
does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Second Agreement, which is attached to this Current
Report as Exhibit 10.1 and incorporated herein by reference.
Section
2 – Financial Obligations
Item
2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information included under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 2.03.
(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Second
Amendment to Revolving Line of Credit Agreement and Promissory Note by and
between Red Mile Entertainment, Inc. and Tiger Paw Capital Corp., dated
June 19, 2009
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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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Red
Mile Entertainment, Inc.
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By:
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/s/ Simon
Price
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Simon
Price
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Chief
Executive Officer
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Date:
June 25, 2009
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