Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2014
, CVSL Inc.
(the "Company") and Richmont Capital Partners V LP
("Richmont") entered into a Second Amendment to Convertible Subordinated
Unsecured Promissory Note (the "Second Amendment"), which amends that certain
Convertible Subordinated Unsecured Promissory Note, dated December 12, 2012
the original principal amount of $20,000,000
, issued by the Company to Richmont
The Second Amendment amends the Note to extend the date of mandatory conversion
of the Note. As amended by the Second Amendment, the original principal amount
of, and all accrued interest under, the Note is convertible mandatorily into
shares of the Company's common stock (subject to a maximum of 64,000,000 shares
being issued) within ten days after June 12, 2015
, or such earlier time as may
be mutually agreed upon by the Company and Richmont. All other terms and
conditions of the Note remain unchanged and in effect.John Rochon
, Jr. is the 100% owner, and is in control, of Richmont Street LLC
the sole general partner of Richmont. Michael Bishop
, a director of the Company,
is a limited partner of Richmont. John Rochon
, Jr. is a director of the Company
and the son of John P. Rochon
, the Company's Chairman, President, and Chief
The foregoing description of the Second Amendment is qualified in its entirety
by reference to the full text of the Second Amendment, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference. The
material terms of the Note, and the purchase agreement under which the Note was
issued (the "Purchase Agreement"), are summarized in Item 2.03 of a Current
Report on Form 8-K filed by the Company with the Securities and Exchange
on December 18, 2012
(the "Specified Current Report"). Copies of the
Note and the Purchase Agreement are attached as Exhibits 10.1 and 10.2,
respectively, to the Specified Current Report.
Item 9.01 Financial Statements and Exhibits.
10.1 Second Amendment to Convertible Subordinated Unsecured
Promissory Note, dated as of June 12, 2014
, between CVSL Inc.
Capital Partners V LP