UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~August 2223, 2017 (~~May~~August 1617, 2017)

BTHC X, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-52237		20-5456047
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1st Floor, Chapel House

1-3 Chapel Street

Guildford, Surrey GU1 3UH

England

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +44 (0) 1483 443000

~~Check~~Not 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 (see General Instruction A.2. below):Applicable

☐(Former name ~~Written~~or ~~communications~~former ~~pursuant~~address, toif ~~Rule~~changed ~~425~~since ~~under~~last ~~the Securities Act (17 CFR 230.425~~report)

☐Check the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule~~the ~~14a~~Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~to ~~CFR~~the ~~240.14a-12)~~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))

☐ 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 by 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 5 1.~~02.~~01 Entry ~~Departure~~Into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~May~~August 1617, 2017 (the “Closing Date”), BTHC X, Inc. (the “Company”) ~~entered~~and ~~into~~its anwholly-owned ~~employment~~subsidiaries, ~~agreement~~iOra Software ~~(the~~Limited ~~“Employment~~and ~~Agreement”) with~~iOra ~~Michael E~~Inc. ~~Fasci~~(collectively, ~~Sr.,~~ the ~~Company’s~~“Borrower”) ~~Chief~~entered ~~Financial~~into ~~Officer and~~ a ~~member~~Loan ofand ~~the~~Security ~~Company’s~~Agreement ~~board of directors~~ (the “~~Board~~Loan Agreement”), ~~effective~~with ~~May~~Moriah ~~16,~~Software ~~2017~~Management LP (the “~~Effective Date~~Lender”).

Pursuant to the ~~Employment~~Loan Agreement, Mrthe Company borrowed (the “Loan”) $2.2 ~~Fasci~~million ~~will~~(the ~~serve~~“Initial asDraw”) from the ~~Company’s~~Lender as ~~Chief~~of ~~Financial~~the ~~Officer~~Closing Date, and may be ~~terminated~~eligible byto aborrow ~~vote~~up to an additional $1.3 million in two tranches of $300,000 and $1 million each contingent upon achievement of atcertain ~~least~~conditions, ~~66%~~including: (i) in the case of the ~~Board.~~first ~~Separately~~tranche, Mrrepresenting the second potential draw under the Loan Agreement (the “Second Draw”), no occurrence of an event of default and lock-box agreements having been fully executed in in full force and effect no later than September 15, 2017, (ii) in the case of the Second Draw and the second tranche, representing the third potential draw under the Loan Agreement (the “Third Draw”), satisfying all of the following financial covenants: (a) a fixed charge coverage ratio on a consolidated basis of not less than 1.2:1.0 ~~Fasci~~for the ~~agreed~~preceding twelve-month period, as measured quarterly as of the last day of each calendar quarter during the term of the Loan Agreement (the “Term”), (b) a funded debt to ~~serve~~EBITDA on a consolidated basis of not greater than 3.2:1.0 for the ~~Board~~preceding twelve-month period, ~~irrespective~~as measured quarterly as of ~~his~~the ~~employment~~last day of each calendar quarter during the Term, (c) minimum monthly gross revenues of not less than ninety five percent (95%) of the projected monthly plan provided by Borrower to Lender prior to the date of the Loan Agreement, as measured monthly as of the ~~Company’s~~last day of each month during the Term, (d) minimum monthly EBITDA of ~~Chief~~not ~~Financial~~less ~~Officer.~~than Heninety ~~may~~five bepercent ~~removed~~(95%) ~~from~~of the ~~Board~~projected monthly plan provided by aBorrower ~~vote~~to Lender prior to the date of the Loan Agreement, as measured monthly as of the last day of each month during the Term, and (e) at ~~least~~all ~~66%~~times during the Term, a minimum of $2.2 million in regularly scheduled payments to Borrower under the ~~Board~~Maintenance Contracts over the next 365 consecutive days after the date of the Loan Agreement.

The ~~Employment~~Borrower ~~Agreement~~utilized ~~provides~~$700,000 ~~for a term~~ of ~~two years (~~the “Initial ~~Term”),~~Draw ~~subject~~ to ~~renewal~~repay ~~for~~a anportion ~~additional one-year~~of ~~period~~indebtedness ~~(the “Renewal Term”) upon approval~~ of the ~~Board.~~Borrower ~~Pursuant~~ to ~~the~~Stocksfield ~~Employment~~Limited ~~Agreement, Mr. Fasci~~(the ~~will~~“Stocksfield ~~receive an annual base compensation of $70~~Loan”),~~000~~ ~~during~~pay ~~the~~tax ~~Initial~~liens ~~Term and an annual base compensation~~ of noapproximately ~~less than~~ $70220,000, ~~during~~pay ~~the~~closing ~~Renewal~~expenses ~~Term,~~related to ~~be determined by~~ the ~~Board~~Loan. ~~Mr.~~The ~~Fasci will also be entitled to receive an annual~~Borrower ~~bonus~~intends ~~equal~~ to ~~one~~use ~~percent~~the remainder of the ~~Company’s~~Initial ~~EBITDA~~Draw ~~for~~of ~~such~~approximately ~~year~~$1.8 ~~Additionally,~~million ~~Mr.~~for ~~Fasci~~general ~~will~~corporate bepurposes ~~entitled~~and toworking ~~receive~~capital. ~~(i)~~Use aof ~~five-year~~proceeds ~~warrant~~for ~~to purchase 87,667 shares of~~ the ~~Company’s~~Second ~~common~~Draw ~~stock~~and atThird anDraw ~~exercise~~will ~~price~~be ofsubject ~~$1.00~~to ~~per~~approval ~~share on~~by the ~~Effective~~Lender; ~~Date~~provided however, ~~(ii)~~Borrower awill be ~~warrant~~permitted to ~~purchase~~use 87$450,~~667~~000 ~~shares~~ of the ~~Company’s~~proceeds ~~common~~from ~~stock at an exercise price of $1.00 per share on~~ the ~~first~~Second ~~anniversary~~Draw ~~of the Effective Date~~ and ~~(iii)~~Third aDraw ~~warrant~~ to ~~purchase~~fund ~~87,667~~a ~~shares~~portion of ~~common~~ ~~stock~~the atStocksfield anLoan ~~exercise~~if Borrower ~~price~~is ofin ~~$1.00~~compliance ~~per~~with ~~share~~its onfinancial ~~the~~covenants ~~second~~under ~~anniversary of~~ the ~~Effective~~Loan ~~Date (collectively, the “Warrants”)~~Agreement.

InThe ~~the~~Loan ~~event~~Agreement ~~that~~has Mra two-year term. ~~Fasci’s~~Interest ~~employment~~on isthe ~~terminated~~unpaid byprincipal ~~the~~balance ~~Company~~of ~~for~~the ~~Cause~~Loan (asthe ~~defined~~“Term inLoan Interest Rate”) will be computed on the ~~Employment~~basis ~~Agreement),~~of bythe actual number of days elapsed and a year of 360 days and shall accrue on the outstanding ~~Mr.~~principal ~~Fasci~~balance ~~without~~of ~~Good~~the ~~Reason~~Term Loan at an annual rate equal to the greater of (asi) ~~defined~~the sum of (A) the “Prime Rate” as reported in the ~~Employment~~“Money ~~Agreement)~~Rates” column of The Wall Street Journal, oradjusted as aand ~~result~~when ofsuch ~~Mr.~~Prime ~~Fasci’s~~Rate ~~death~~changes, Mrplus (B) Seven and One Quarter Percent (7.25%), ~~Fasci~~or ~~will be~~(ii) ~~entitled~~Eleven toPercent ~~receive~~(11.0%). noInterest ~~further~~is ~~compensation~~payable ~~other~~monthly ~~than~~in ~~any~~accordance ~~pro-rated~~with ~~base~~the provisions ~~salary~~of ~~due~~the Term Loan Note. Following and ~~bonus~~during ~~amounts~~the ~~earned~~continuation ~~through~~of an event of default, interest on the ~~termination.~~unpaid principal ~~All~~balance ~~Warrants~~of ~~granted~~the ~~through~~Loan will accrue at a rate equal to five percent (5%) in excess of the ~~termination~~Term ~~will~~Loan ~~remain~~Interest ~~exercisable~~Rate, adjusted as and when such Term Loan Interest Rate changes (the “Default Interest Rate”).

InThe Borrower has agreed under the ~~event~~Loan ~~that~~Agreement ~~Mr.~~to ~~Fasci~~deposit all proceeds of the Borrower’s ~~employment~~sales isand ~~terminated~~all byother ~~the~~proceeds ~~Company~~of ~~without~~accounts and ~~Cause,~~other collateral by ~~Mr.~~account ~~Fasci~~debtors ~~for~~in ~~Good~~lockbox ~~Reason,~~accounts orwith ~~due~~proceeds directed to ~~Disability~~ ~~(as~~Lender ~~defined~~and deposited in ~~the~~an ~~Employment~~account ~~Agreement),~~at Mra financial institution selected by Lender. ~~Fasci~~The lockbox systems will beremain ~~entitled~~in toplace ~~receive~~until ~~(i)~~unless the ~~base~~Lender ~~salary~~directs ~~through~~otherwise, and ~~the~~will ~~end of~~terminate upon the ~~Initial~~indefeasible ~~Term~~repayment orin ~~the~~full ~~Renewal~~of ~~Term,~~the asobligations ~~applicable,~~ (iithe “Obligations”) under the ~~annual~~Loan ~~bonus~~Agreement and ~~for~~related ~~each~~loan ~~year~~documents ~~during~~(collectively, the ~~Initial~~“Loan ~~Term~~Documents”). orAny ~~the~~payments ~~Renewal Term~~of principal, asinterest, ~~applicable~~fees, ~~which~~costs, expenses ~~will~~and beother nocharges ~~less~~provided ~~than~~for in the ~~annual~~Loan ~~bonus~~Agreement ~~amount~~or ~~earned~~any inother ~~the~~related ~~immediately~~loan ~~preceding~~Document ~~year,~~that ~~and~~have ~~(iii)~~not ~~all~~been paid to Lender ~~three~~will ~~Warrants~~be ~~issuable~~added ~~under~~to the ~~Employment~~principal ~~Agreement~~amount of the Obligations, ~~exercisable~~and ~~immediately~~shall bear interest at the Default Interest Rate.

In the event that the Company terminates the Employment Agreement without Cause in connection with a Change in Control (as defined in the Employment Agreement) of the Company, then, in addition to the compensations described above, Mr. Fasci will also be entitled to receive (i) an increase of $30,000 in the annual base compensation, and (ii) a gross-up in the annual base compensation to offset any taxes due by Mr. Fasci on any payments received under the Employment Agreement that would result in a “parachute payment” as described in Section 280G of the Internal Revenue Code of 1986, as amended, and (iii) all three Warrants issuable under the Employment Agreement, exercisable immediately.

In addition, Mr. Fasci agreed to non-competition and non-solicitation provisions that extend for a period of two years following the date of termination. Notwithstanding the foregoing, such restrictions shall not apply in the event that (i) the Employment Agreement is terminated by the Company without Cause or by Mr. Fasci with Good Reason or (ii) the Company does not renew the Employment Agreement for the Renewal Term. Mr. Fasci has also agreed to customary terms concerning the protection and confidentiality of company information.

This summary description is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement, dated May 16, 2017, by and between BTHC X, Inc. and Michael E. Fasci, Sr.

The Borrower ~~SIGNATURES~~may prepay all or a portion of the outstanding principal and accrued unpaid interest under the Loan Agreement at any time upon prior notice to the Lender for any prepayments on or before February 17, 2019 subject to a certain prepayment fees equal to 3% of the outstanding principal balance of the Loan to be prepaid and no prepayment fee thereafter.

~~Pursuant~~As tosecurity for its obligations under the ~~requirements~~Loan Agreement, on the funding date of the ~~Securities~~Initial ~~Exchange~~Draw, ~~Act~~iOra ofSoftware ~~1934~~Limited entered into agreements, ~~the~~including ~~Registrant~~a ~~has~~pledge ~~duly~~and ~~caused~~security ~~this~~agreement, ~~report~~a topatent beand ~~signed~~trademark onsecurity ~~its~~agreement, ~~behalf~~a patent and trademark byassignment, a stock pledge agreement, and debenture with the ~~undersigned~~Lender ~~hereunto~~whereby ~~duly~~the ~~authorized~~Borrower granted to the Lender a lien on substantially all of its assets including intellectual property.

Date: May 22, 2017	BTHC X, Inc.
	By:	/s/ Mark Thompson
	Name:	Mark Thompson
	Title:	President, Chief Executive Officer and Chairman

The Loan Agreement also contains customary affirmative and negative covenants for a credit facility of this size and type, including covenants that limit or restrict the Company’s ability to, among other things (but subject in each case to negotiated exceptions), incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends or make distributions, license intellectual property rights.

The Loan Agreement includes customary events of default that include, among other things, non-payment, inaccuracy of representations and warranties, covenant breaches, a change in condition or affairs of the Borrower, cross default to indebtedness or agreements, bankruptcy and insolvency, judgments and a change of control. The occurrence and continuance of an event of default could result in the acceleration of the obligations under the Loan Agreement. Under certain circumstances, a default interest rate of an additional 5% will apply on all outstanding Obligations during the existence of an event of default under the Loan Agreement.

In connection with the Initial Draw on August 17, 2017, the Company issued to the Lender two separate warrants to purchase an aggregate of 424,000 shares of the Company’s common stock (the “Warrants”). One warrant is exercisable any time, prior to August 17, 2024 at a price of $2.25 per share, with typical provisions for cashless exercise and stock-based anti-dilution protection (the “7-year Warrant”). The 7-year Warrant also includes a put option (the “Put Option”) pursuant to which the holder may sell all or any portion of the 7-year Warrant or the shares underlying the 7-year Warrant (the “7-year Warrant Shares”) for which the 7-year Warrant has been exercised (the “Put Interest”) to the Company for a total purchase price $863,100, pro-rated for any portion thereof, representing a purchase price of $3.15 per 7-year Warrant Share, subject to adjustment as set forth herein (the “Put Price”). The Put Option may be exercised at any time and, if for a portion thereof, from time to time, during the thirty-day period (the “Put Period”) commencing on the earliest of (1) the date of prepayment in full of the Term Loan (as defined in the Loan Agreement); (2) the date of Lender’s (as defined in the Loan Agreement) acceleration of the Obligations following an event of default which is not cured within any applicable grace period under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior event of default), or (3) July 15, 2019, and ending on the last day of the applicable Put Period (the “Expiration Date”). If not exercised by the Expiration Date, the Put Option shall terminate and will be of no further force or effect. The second warrant is exercisable any time, prior to August 17, 2026 at a price of $4.00 per share, with typical provisions for cashless exercise and stock-based anti-dilution protection (the “9-year Warrant”). The exercise of the Warrants could have a dilutive effect to the Company’s common stock to the extent that the market price per share of the Company’s common stock, as measured under the terms of the Warrants, exceeds the exercise price of the Warrants.

In addition, the Company’s chief executive officer, Mark Thompson, entered into a Validity Guaranty, pursuant to which Mr. Thompson has guaranteed the Obligations of the Borrower under the Loan Agreement and Loan Documents.

The foregoing description of the Loan Agreement and the Loan Documents is only a summary of its material terms and does not purport to be complete. Copies of the Loan Agreement, the Loan Documents, the form of 7-year Warrant, the form of 9-year Warrant and the Validity Guaranty are attached as Exhibits 10.1 through 10.7, to this Current Report on Form 8-K and are incorporated herein by reference. The Loan Agreement is not intended to be a source of factual, business or operational information about the Company or its subsidiaries. The representations, warranties and covenants contained in the Loan Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.

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 above with respect to the Loan Agreement and Loan Documents is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits

4.1	Form of 7-year Warrant

4.2	Form of 9-year Warrant

10.1	Loan and Security Agreement, dated August 17, 2017, among the Borrower and the Lender.

10.2	Secured Promissory Note, dated August 17, 2017.

10.3	Validity Guaranty, dated August 17, 2017.

10.4	Patent and Trademark Security Agreement, dated August 17, 2017.

10.5	Securities Issuance Agreement, dated August 17, 2017.

10.6	Pledge and Security Agreement, dated August 17, 2017.

10.7	Debenture by and between iOra Software Limited and the Lender, dated August 17, 2017.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K, the press release included herein, the upcoming presentation referenced in such press release, and any statements of representatives and partners of the Company related thereto, contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results (including, without limitation, the impact of the Company's new Loan described herein) may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 23, 2017	BTHC X, INC.

	By:	/s/ Mark Thompson
		Name:	Mark Thompson
		Title:	Chairman of the Board, President and Chief Executive Officer

Filing Compare · BTHC X INC