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 13, 2017

 

uSell.com, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-50494   98-0412432
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

171 Madison Avenue, 17th Floor

New York, New York

 

10016

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 213-6805

 

Former Address: N/A

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On November 13, 2017, uSell.com, Inc. (the “Company”), certain of the Company’s subsidiaries and an institutional investor entered into an amendment (the “Amendment”), effective November 2, 2017, to that certain Note Purchase Agreement dated January 13, 2017, as amended (the “Agreement”). Pursuant to the Amendment, the Company and the investor amended certain financial covenants under the Agreement.

 

The foregoing description of the Amendment is a summary only and is qualified in its entirety by the full text of the Amendment filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1Amendment No. 2 to the Note Purchase Agreement dated January 13, 2017 *

 

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

 

 

 

 

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.

 

  USELL.COM, INC.
   
Date: November 17, 2017 By: /s/ Nikhil Raman
  Name:  Nikhil Raman
  Title:  Chief Executive Officer