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): May 12, 2015

 

GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36149 46-3134302
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

11921 Freedom Drive, Suite 550  
Two Fountain Square  
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)

  

(202) 800-4333

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communication 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))

  

 
 

  

Item 1.01 Entry into a Material Definitive Agreement

 

On May 12, 2015, Global Defense & National Security Systems, Inc. (the “Company”) issued a convertible promissory note in the amount of $1,343,790 to Global Defense & National Security Holdings LLC (the “Lender”). The convertible note is due on the earlier of (1) July 24, 2015, and (2) immediately following the consummation of the initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation). At the Lender’s election, upon the Business Combination, the note will convert into the Company’s common stock, par value $0.0001, at a price equal to the greater of (1) $10.00 per share, and (2) the 30-day trailing average of the closing price per share. Funds in the Trust Account (as defined in the Company’s Amended and Restated Certificate of Incorporation) will not be used to repay the note.

 

A copy of the form of convertible note is filed as Exhibit 10.1.

  

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

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

  

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

  

Exhibit No. Description of Exhibits

 

  Exhibit 10.1 Form of Convertible Promissory Note, dated May 12, 2015, issued by the Company to Global Defense & National Security Holdings LLC.

  

 
 

 

SIGNATURE

 

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.

 

  GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.  
       
Date: May 14, 2015 By: /s/ Frederic Cassis  
  Name: Frederic Cassis  
  Title: Secretary  

  

 

EXHIBIT INDEX 

 

Item 9.01 Financial Statements and Exhibits
   
Exhibit No. Description of Exhibits

 

Exhibit 10.1 Form of Convertible Promissory Note, dated May 12, 2015, issued by the Company to Global Defense & National Security Holdings LLC.