Aerkomm Inc 8-K, filed Dec 4, 2020

Aerkomm Inc. (AKOM)

8-K 2020-12-04 For: 2020-12-03

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Added on October 05, 2026

About this 8-K

Aerkomm Inc filed this 8-K on December 4, 2020, reporting on events of December 3, 2020.

Items reported

Item 2.03: New debt or off-balance-sheet obligation
Item 9.01: Financial statements and exhibits

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Nevada		000-55925		46-3424568
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Exhibit No.		Description of Exhibit
10.1		Purchase Agreement dated November 27, 2020 by and between Aerkomm, Inc. and Yuanta Securities (Hong Kong) Co. Limited
10.2		Credit Enhanced Bonds Indenture Dated December 2, 2020
10.3		Coupon Bonds Indenture dated December 2, 2020
10.4		Guarantee Agreement by the Company and Bank of Panhsin Co., Ltd. Dated December 2, 2020

Date: December 4, 2020	AERKOMM INC.

	/s/ Louis Giordimaina
	Name: Louis Giordimaina
	Title: Chief Executive Officer

		Page

1.	Purchase and Issue of the Bonds; Initial Conversion Price	3

2.	Representations and Warranties of the Company	5

3.	Representations and Warranties of the Initial Purchaser	17

4.	Covenants of the Company	18

5.	Covenants of the Initial Purchaser	20

6.	Conditions Precedent to the Initial Purchaser’s Obligations	21

7.	Termination	23

8.	Fees and expenses	24

9.	Indemnification and Contribution	24

10.	Governing Law and Dispute Resolution	26

11.	Survival of Representations and Warranties; Entire Agreement	27

12.	Miscellaneous	28

Very truly yours,

AERKOMM INC.

By:
	Name:	Louis Giordimaina
	Title:	CEO

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.1	Definitions	1
Section 1.2	Rules of Construction	10

ARTICLE II THE BONDS		10
Section 2.1	Form and Dating; Bonds in Global Form	10
Section 2.2	Execution and Authentication	11
Section 2.3	Registrar, Paying Agent, Transfer Agent and Conversion Agent	12
Section 2.4	Paying Agent to Hold Monies in Trust	13
Section 2.5	List of Holders	13
Section 2.6	Transfer and Exchange	13
Section 2.7	Replacement Definitive Certificates	16
Section 2.8	Outstanding Bonds	16
Section 2.9	Treasury Bonds	17
Section 2.10	Temporary Bonds	17
Section 2.11	Cancellation	17
Section 2.12	ISIN	18
Section 2.13	Bank Guarantee	18

ARTICLE III REDEMPTION AND REPURCHASE		19
Section 3.1	Notices to Trustee	19
Section 3.2	Notice of Redemption	19
Section 3.3	Effect of Notice of Redemption	20
Section 3.4	Deposit of Redemption Price	20
Section 3.5	Redemption at the Option of the Company	21
Section 3.6	Redemption for Taxation Reasons	22
Section 3.7	Redemption at Maturity	23
Section 3.8	Repurchase of the Bonds at the Option of the Holders	23
Section 3.9	Repurchase of the Bonds in the Event of Delisting	24
Section 3.10	Repurchase of Bonds in the Event of Change of Control	25
Section 3.11	Repurchase Procedures	25
Section 3.12	Payment of Bonds upon Redemption or Repurchase	27
Section 3.13	Exercise and Survival of Conversion Rights	27

ARTICLE IV COVENANTS		28
Section 4.1	Payment of Bonds	28
Section 4.2	Maintenance of Office or Agency	29
Section 4.3	Financial Statements	30
Section 4.4	Compliance Certificate	30
Section 4.5	Event of Default	30
Section 4.6	Negative Pledge	31
Section 4.7	Payment of Additional Amounts	31
Section 4.8	Deposit of Moneys	32
Section 4.9	Payment of Non-Income Taxes and Similar Charges	33
Section 4.10	Book Keeping	33
Section 4.11	Reservation of Shares for Conversion	33
Section 4.12	Compliance with Certain SGX-ST Requirements and Listing Requirements	33

Section 4.13	Replacement of BG Bank	33
Section 4.14	Filing, Registration and Reporting	34
Section 4.15	Bonds held by the Company	34
Section 4.16	Waiver of Stay or Extension Laws	34
Section 4.17	Information	34
Section 4.18	Notices to Holders	34

ARTICLE V SUCCESSORS		35
Section 5.1	Merger	35
Section 5.2	Successor Corporation Substituted	35

ARTICLE VI DEFAULTS AND REMEDIES		36
Section 6.1	Events of Default	36
Section 6.2	Acceleration	37
Section 6.3	Other Remedies	37
Section 6.4	Rights and Remedies Cumulative	37
Section 6.5	Waiver of Past Defaults	38
Section 6.6	Control by Majority	38
Section 6.7	Limitation on Suits	38
Section 6.8	Rights of Holders to Receive Payment	39
Section 6.9	Collection Suit by Trustee	39
Section 6.10	Trustee May File Proofs of Claim	39
Section 6.11	Priorities	40
Section 6.12	Restoration of Rights and Remedies	40
Section 6.13	Undertaking for Costs	40
Section 6.14	Trustee May Enforce Claims Without Possession of Bonds	41

ARTICLE VII TRUSTEE		41
Section 7.1	Duties of a Trustee	41
Section 7.2	Rights of Trustee	43
Section 7.3	Individual Rights of Trustee	46
Section 7.4	Trustee’s Disclaimer	46
Section 7.5	Notice of Defaults	47
Section 7.6	Compensation and Indemnity	47
Section 7.7	Replacement of Trustee	49
Section 7.8	Successor Trustee by Merger, etc.	50
Section 7.9	Eligibility; Disqualification; Conflicts of Interests	50
Section 7.10	No Obligation of the Trustee	50
Section 7.11	Force Majeure	51
Section 7.12	Waiver of Conflicts	51
Section 7.13	Information Sharing	51

ARTICLE VIII AMENDMENTS		52
Section 8.1	Without Consent of Holders	52
Section 8.2	With Consent of Holders	53
Section 8.3	Revocation and Effect of Consents	54
Section 8.4	Notation on or Exchange of Bonds	55
Section 8.5	Trustee to Sign Amendments, etc.	55
Section 8.6	Effect of Supplemental Indentures	55

ARTICLE IX CONVERSION		56

Section 9.1	Right to Convert	56
Section 9.2	Exercise of Conversion Privilege	57
Section 9.3	No Fractional Shares	60
Section 9.4	Conversion Price	60
Section 9.5	Adjustment of Conversion Price	60
Section 9.6	Adjustment Upon Capital Reduction	74
Section 9.7	Stamp and Other Duties	74
Section 9.8	Provisions Applicable to All Conversions and Adjustments of Conversion Price Provisions	75
Section 9.9	Responsibility of Trustee	76

ARTICLE X MEETING OF HOLDERS		76
Section 10.1	Purposes for Which Meetings May Be Called	76
Section 10.2	Call, Notice and Place of Meetings	76
Section 10.3	Persons Entitled to Vote at Meetings	77
Section 10.4	Quorums; Action	77
Section 10.5	Determination of Voting Rights; Conduct and Adjournment of Meetings	77
Section 10.6	Counting Votes and Recording Action of Meetings	78

ARTICLE XI MISCELLANEOUS		78
Section 11.1	Notices	78
Section 11.2	Certificate and Opinion as to Conditions Precedent	81
Section 11.3	Statements Required in Certificate or Opinion	81
Section 11.4	Provisions for Meeting of Holders; Rules by Trustee and Agents	82
Section 11.5	Legal Holidays	82
Section 11.6	Waiver of Jury Trial	82
Section 11.7	Governing Law	82
Section 11.8	Submission to Jurisdiction; Appointment of Agent for Service; Waiver	82
Section 11.9	Disclosure Obligations	83
Section 11.10	No Personal Liability of Directors, Officers, Employees, Stockholders or Incorporators	83
Section 11.11	Currency Indemnity	84
Section 11.12	Prescription	84
Section 11.13	Successors	84
Section 11.14	Counterpart Originals	84
Section 11.15	Severability	84
Section 11.16	Benefits of Indenture	84
Section 11.17	Table of Contents, Headings, etc.	84
Section 11.18	Hong Kong Trustee Ordinance	84

EXECUTION PAGE
EXHIBIT A	FORM OF GLOBAL CERTIFICATE	A-1
EXHIBIT B	FORM OF DEFINITIVE CERTIFICATE	B-1
EXHIBIT C	FORM OF CONVERSION NOTICE	C-1
EXHIBIT D	FORM OF NOTIFICATION TO BE SENT BY FAX BY A CONVERSION AGENT TO THE COMPANY PURSUANT TO SECTION 91 OF THE INDENTURE	D-1
EXHIBIT E	FORM OF OPT-OUT NOTICE	E-1
EXHIBIT F	FORM OF PUT OPTION NOTICE	F-1
EXHIBIT G	FORM OF BANK GUARANTEE	G-1
EXHIBIT H	FORM OF IRREVOCABLE PAYMENT INSTRUCTION FROM THE ISSUER TO THE PRE-FUNDING ACCOUNT BANK	H-1
EXHIBIT I	FORM OF LETTER OF AUTHORIZATION FROM THE ISSUER TO THE PRE-FUNDING ACCOUNT BANK	I-1

Semi-Annual Date	Early Redemption Amount (in U.S. dollars)
June 2, 2021		201,000.00
December 2, 2021		202,005.00
June 2, 2022		203,015.03
December 2, 2022		204,030.10
June 2, 2023		205,050.25
December 2, 2023		206,075.50
June 2, 2024		207,105.88
December 2, 2024		208,141.41
June 2, 2025		209,182.12
December 2, 2025		210,228.03

NCP	=	the Conversion Price after such adjustment.

OCP	=	the Conversion Price before such adjustment.

N	=	the number of Shares outstanding (having regard to Section 9.5(xv)) at the time of such declaration of such distribution, issue, or dividend (or at the close of business in Paris on the record date as the case may be).

n	=	the number of Shares to be distributed to the stockholders as a distribution, issue, or dividend.



where:

NCP	=	the Conversion Price after such adjustment.

OCP	=	the Conversion Price before such adjustment.

N	=	the number of Shares outstanding (having regard to Section 9.5(xv)) at the close of business in Paris (in a case within (a) above) on such record date or (in a case within (b) above) on the date the Company fixes the said consideration.

n	=	the number of Shares initially to be issued upon exercise of such rights at the said consideration being (aa) the number of Shares which underwriters have agreed to underwrite as referred to below or, as the case may be, (bb) the number of Shares for which applications are received from stockholders as referred to below save to the extent already adjusted for under (aa).

v	=	the number of Shares which the aggregate consideration receivable by the Company (determined as provided in Section 9.5(xiv)) would purchase at CMP.

CMP	=	the Current Market Price per Share on the record date or on the date the Company fixes the said consideration (if applicable) for the determination of stockholders entitled to receive such distribution.



	where:

	NCP and OCP have the meanings ascribed thereto in Section 9.5(iv).

N	=	the number of Shares outstanding (having regard to Section 9.5(xv)) at the close of business in Paris (in a case within (a) above) on such record date or (in a case within (b) above) on the date the Company fixes the said consideration.

n	=	the number of Shares to be issued upon exercise of such warrants or options at the said consideration which, where no applications by stockholders entitled to such warrants or options are required, shall be based on the number of warrants or options issued. Where applications by stockholders entitled to such warrants or options are required, the number of such Shares shall be calculated based upon (aa) the number of warrants or options which underwriters have agreed to underwrite as referred to below or, as the case may be, (bb) the number of warrants or options for which applications are received from stockholders as referred to below save to the extent already adjusted for under (aa).

v	=	the number of Shares which the aggregate consideration receivable by the Company (determined as provided in Section 9.5(xiv)) would purchase at CMP (as defined in Section 9.5(iv)).

	In the case of (x) above:



	and

	In the case of (y) above:



	where:

	CMP, NCP and OCP have the meanings ascribed thereto in Section 9.5(iv).

fmv	=	the fair market value (as determined by the Company or, if pursuant to applicable law of the State of Nevada such determination is to be made by application to a court of competent jurisdiction, as determined by such court or by an appraiser appointed by such court) of the portion of the evidences of indebtedness, equity share capital shares of capital stock, assets, rights or warrants or options so distributed applicable to one (1) Share less any consideration payable for the same by the relevant stockholder.

C	=	the amount of cash dividend distributed per one (1) Share.

N	=	the number of Shares outstanding (having regard to Section 9.5(xv)) at the close of business in Paris on the day immediately prior to the date of such issue.

n	=	the number of Shares to be issued upon conversion or exchange of such convertible or exchangeable securities at the initial conversion or exchange price or rate.

v	=	the number of Shares which the aggregate consideration receivable by the Company would purchase at CMP (as defined in Section 9.5(iv)).

N	=	the number of Shares outstanding (having regard to Section 9.5(xv)) at the close of business in Paris on the day immediately prior to the date of issue of such additional Shares.

n	=	the number of additional Shares issued as aforesaid.

v	=	the number of Shares which the aggregate consideration receivable by the Company (determined as provided in Section 9.5(xiv)) would purchase at the Current Market Price per Share on the day immediately prior to the date of issue of such additional Shares.

N	=	the number of Shares outstanding (having regard to Section 9.5(xv)) at the close of business in Paris on the day immediately prior to the date of such issue.

n	=	the number of Shares to be issued on exercise of such rights, warrants or options and (if applicable) conversion or exchange of such convertible or exchangeable securities at the said consideration.

v	=	the number of Shares which the aggregate consideration receivable by the Company (determined as provided in Section 9.5(xiv)) would purchase at the Current Market Price per Share on the day immediately prior to the date of such issue.

C	=	the amount of cash distributed per one (1) Share in the capital reduction. C shall be the repurchase price per share if the Shares were repurchased by the Company for cancellation in a capital reduction.

N	=	the number of Shares outstanding at the close of business in Paris on the day immediately prior to the date on which the Company’s capital being decreased.

n	=	the number of Shares outstanding immediately after the capital reduction.

	AERKOMM INC.

	By:
		Name: Louis Giordimaina
		Title: CEO
		Dated: December 2, 2020

	Certificate of Authentication:

	This is the Global Certificate referred to in the Indenture:

	CitiCORP INTERNATIONAL lIMITED
	as Trustee

	Authenticated for and on behalf of

	CitiCORP INTERNATIONAL LIMITED
	as Trustee

Name (as registered with Euronext Paris):
Investment ID number:
Securities Broker:
Custodian Bank:
Euroclear/Clearstream Account Number:
Address:

Account Number:
Account Name:
Bank:
Branch:
Bank address:
ABA code:
Routing Number:

Name:

Date:

Signature:

Nationality:

Euroclear/Clearstream A/C No:*

Address:

Contact Person:

Daytime Telephone No:

Fax No.:

	(D)	(if applicable) amount of cash payment due to converting Holder in respect of fractions of Shares:
		______________________________________________________________________

Signature of Holder:

Date:

Name of Holder:

Daytime telephone number:

Facsimile number:

Amount:	[●]
Value Date:	[●]
Correspondent Bank:	[●]
SWIFT code:	[●]
Beneficiary Bank:	[●]
SWIFT code:	[●]
Account name:	[●]
Account number:	[●]
Reference:	[●]

Certificate of Authentication:

This is the Global Certificate referred to in the Indenture:

CitiCORP INTERNATIONAL lIMITED as Trustee

By:
	Name:
	Title:	Authorized Signatory
	Dated:

	Authenticated for and on behalf of

	CitiCORP INTERNATIONAL LIMITED as Trustee

	By:
		Name:
		Title:
		Dated: