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 14~~January 11, ~~2023~~2024

Appgate, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-52776

20-3547231

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification)

2 Alhambra Plaza, Suite PH-1-B, Coral Gables, FL 33134

(Address of principal executive offices) (Zip Code)

(866) 524-4782

(Registrant’s telephone number, including area code)

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

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 (see General Instruction A.2. below):


☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnAs ~~November 14,~~previously ~~2023,~~disclosed by Appgate, Inc., a Delaware corporation (“Appgate” or the “Company”), oron the Form 8-K (the “~~Appgate~~Prior 8-K”) filed by the Company on June 15, ~~released~~2023 anwith ~~Investor~~the ~~Presentation~~Securities and Exchange Commission, ~~dated~~on ~~November 14~~June 9, 2023, Appgate, Appgate Cybersecurity, Inc., Aa ~~copy~~Delaware corporation and wholly owned subsidiary of Appgate (“Legacy Appgate”), Legacy Appgate’s ~~Investor~~wholly ~~Presentation~~owned isdomestic ~~attached~~subsidiaries, ~~hereto~~as ~~and~~guarantors ~~furnished~~(each, asa ~~Exhibit~~“Domestic 99Subsidiary Guarantor”), Easy Solutions Japan, GK (“ES Japan”), Easy Solutions S.1A.S. (“ES Colombia” and, iscollectively ~~incorporated~~with the Domestic Subsidiary Guarantors, Appgate and ES Japan, the “Note Guarantors”), Magnetar Financial LLC (collectively, with its affiliates, “Magnetar”), as representative of the lenders (the “Lenders”) party to that certain A&R Note Purchase Agreement, dated June 9, 2023, by ~~reference~~and ~~into~~among ~~this~~Legacy ~~Item~~Appgate 7and the Lenders (the “A&R Note Purchase Agreement”), and U.01S. ABank ~~copy~~Trust ofCompany, National Association, as collateral agent (in such capacity, the ~~Investor~~“Collateral ~~Presentation~~Agent”), isentered ~~also~~into ~~available~~an onamended and restated note issuance agreement (the “A&R Note Issuance Agreement”), which governs Legacy Appgate’s ~~investor~~Convertible ~~relations~~Senior ~~website~~Notes atdue ir2026 (the “Notes”).~~appgate.com.~~

~~Use~~On January 11, 2024, in connection the Lenders purchase of ~~our~~Additional ~~Website~~Notes (as defined in Item 2.03 of this Form 8-K), Legacy Appgate, the Note Guarantors, the Lenders and ~~Social~~Magnetar ~~Media~~entered into an amendment (the “Amendment”) to ~~Distribute~~the ~~Material~~A&R ~~Company~~Note ~~Information~~Issuance Agreement, pursuant to which the A&R Note Issuance Agreement was amended to include additional cash management covenants requiring, among other things, that Appgate and its subsidiaries expend cash only in compliance with a budget to be approved by Magnetar in its sole discretion. Except as set forth above, the terms of the A&R Note Issuance Agreement remain substantially the same.

WeThe ~~use~~foregoing ~~our~~description ~~website as a channel~~ of ~~distribution~~the ~~for~~Amendment ~~important~~is ~~Company~~only ~~information.~~a Wesummary ~~routinely post on our website important information, including press releases, investor presentations~~ and ~~financial~~is ~~information,~~qualified ~~which~~in ~~may~~its beentirety ~~accessed~~ by ~~clicking~~reference onto the ~~“Investor~~full ~~Relations”~~text ~~section~~ of ~~www.appgate.com. We also use our website to expedite public access to time-critical information regarding our Company in advance of or in lieu of distributing a press release or a filing with~~ the ~~SEC disclosing the same information. Therefore~~Amendment, ~~investors~~which should look to the “Investor Relations” section of our website for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when certain new information is ~~made~~filed ~~available~~herewith onas ~~our~~Exhibit ~~website~~10.1 ~~Information contained on, or accessible through, our website is not a part of~~ and ~~is not~~ incorporated herein by reference ~~in this Current Report on Form 8-K~~.

~~The information in this~~ Item 72.~~01,~~03 ~~including~~Creation ~~the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes~~ of ~~Section~~a 18Direct ofFinancial ~~the~~Obligation ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~an ~~subject~~Obligation ~~to the liability of such section, nor shall such information be deemed incorporated by reference in any filing made by Appgate~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet ofArrangement ~~1933, as amended, or the Exchange Act, regardless~~ of ~~the~~a ~~general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing~~Registrant.

As previously disclosed by Appgate on the Prior 8-K, on June 9, 2023, Appgate and the Lenders entered into the A&R Note Purchase Agreement, pursuant to which, among other things, the Lenders may purchase, at their sole respective option, up to $15.0 million aggregate principal amount of additional Notes (“Additional Notes”) in one or more subsequent closings on or prior to June 9, 2025.

On January 11, 2024, the Lenders exercised their option to purchase an aggregate amount of $4,000,000 of Additional Notes. As a result, Appgate received $4,000,000 in gross proceeds.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 2.03 of this Current Report on Form 8-K with respect to the A&R Note Purchase Agreement and the sale of Additional Notes is incorporated by reference in this Item 3.02.

The offer and sale of the Additional Notes and any Company common stock issuable upon conversion of the Additional Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. Nothing contained in this Current Report on Form 8-K constitutes an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In the A&R Note Purchase Agreement, each Lender represented to Appgate that it is an “accredited investor”, as defined in Rule 501 promulgated under the Securities Act, and Appgate’s offer and sale of the Additional Notes have been made in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1			Investor Presentation dated November 14, 2023 (furnished solely for purposes of Item 7.01 of this Form 8-K)
10.1*			Second Amendment to Amended and Restated Note Issuance Agreement, dated January 11, 2024, by and among Legacy Appgate, Appgate, the other guarantors party thereto, the Noteholders and Magnetar Financial LLC.
104			Cover Page Interactive Data File

2* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Appgate agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its 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.

Dated: November 14, 2023	Appgate, Inc.
Dated: January 18, 2024	Appgate, Inc.
	By:	/s/ Leo Taddeo
		Leo Taddeo
		Name: Leo Taddeo
		Chief Executive Officer and President
		Title: Chief Executive Officer and President

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