Business Context and Reporting Period
Company: Indonesia Energy Corp Ltd
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: May 16, 2022
Subject: Second Amendment to a Senior Convertible Promissory Note with L1 Capital Global Opportunities Master Fund, Ltd.
Key Financial Metrics
This filing details a financing amendment rather than periodic financial results. Specific revenue, profit, cash flow, or margin data is not provided in this document.
- Debt Instrument: Senior Convertible Promissory Note (Second Replacement Note).
- Second Tranche Amount: $5,000,000 (subject to a 6% original issuance discount).
- Warrant Coverage: Investor entitled to purchase up to 383,620 Ordinary Shares at $6.00 per share upon funding of the Second Tranche.
- Legal Expenses: Company obligated to pay $9,000 of Investor's legal fees (incurred under prior amendment).
Material Changes Versus Prior Period
The filing outlines significant modifications to the terms of the financing agreement established in January and March 2022:
- Funding Trigger: Changed from funding upon "effectiveness" of the Registration Statement to funding within two trading days of filing "Amendment No. 1" to the Registration Statement.
- Conditions Removed: The "Market Capitalization Limitation" (which capped the note at 20% of market cap) and other conditions within the Investor's control were removed.
- Payment Deferral: The initial monthly installment payment on the Note was deferred from May 21, 2022, to June 15, 2022.
- Timeline: Company committed to filing Amendment No. 1 by May 20, 2022, and seeking effectiveness by May 31, 2022.
Guidance, Outlook, and Risks
Management Commentary: The Company is using best efforts to meet the filing and effectiveness deadlines to secure the $5,000,000 Second Tranche.
Risks and Contingencies:
- Regulatory Timing: Funding is contingent on the timely filing of Amendment No. 1 and subsequent effectiveness of the Registration Statement.
- Issuance Restrictions: Under the March 2022 amendment, the Company remains restricted from issuing new shares or equivalents until seven trading days after the Registration Statement is effective, unless the share price exceeds $9.00 with sufficient volume.
Investor Verification Checklist
- Verify the filing date and status of "Amendment No. 1" to the Registration Statement to confirm the funding trigger for the $5,000,000 tranche.
- Confirm the actual funding date of the Second Tranche to ensure the 6% original issuance discount is applied correctly.
- Monitor the Company's compliance with the June 15, 2022, deadline for the first deferred monthly installment payment.
- Review the full text of the Second Amended and Restated Senior Convertible Note (Exhibit 10.1) for complete terms.