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): ~~April~~June 3017, 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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

~~Amendment~~As topreviously ~~Amended~~disclosed, ~~and~~on ~~Restated~~May ~~Note~~6, ~~Issuance~~2024, ~~Agreement~~Appgate, Inc., a Delaware corporation (“Appgate” or the “Company”) and ~~Amended~~certain of its direct and ~~Restated~~indirect ~~Note~~subsidiaries ~~Purchase~~(collectively, ~~Agreement~~the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re Appgate, Inc., et al., Case No. 24-10956 (CTG).

AsOn ~~previously~~June ~~disclosed by Appgate~~17, ~~Inc.~~2024, athe ~~Delaware~~Bankruptcy ~~corporation~~Court ~~(“Appgate”~~held ora ~~the~~combined ~~“Company”)~~hearing to, onamong ~~the~~other ~~Form~~things, ~~8-K~~approve (the ~~“Prior~~Company’s ~~8-K”)~~Disclosure ~~filed~~Statement byRelating to the ~~Company~~Joint onPrepackaged ~~June~~Plan ~~15,~~of ~~2023,~~Reorganization ~~with~~of ~~the~~Appgate, ~~Securities~~Inc. and ~~Exchange~~Its ~~Commission~~Debtor ~~(the~~Subsidiaries ~~“SEC”),~~Pursuant onto ~~June~~Chapter 9,11 ~~2023,~~of ~~Appgate,~~the ~~Appgate~~Bankruptcy ~~Cybersecurity~~Code ~~Inc~~[Docket No., a16] ~~Delaware~~and ~~corporation~~confirm ~~and~~the ~~wholly~~Second ~~owned~~Amended ~~subsidiary~~Joint Prepackaged Plan of ~~Appgate~~Reorganization ~~(“Legacy~~of Appgate”), ~~Legacy~~Inc. ~~Appgate’s~~and ~~wholly~~its ~~owned~~Debtor ~~domestic~~Subsidiaries ~~subsidiaries,~~Pursuant asto ~~guarantors~~Chapter 11 of the Bankruptcy Code [Docket No. 150] (~~each,~~as amay ~~“Domestic~~be ~~Subsidiary~~amended, ~~Guarantor”)~~supplemented, ~~Easy~~or ~~Solutions~~modified ~~Japan~~from time to time, GKthe (“~~ES Japan~~Plan”), ~~Easy~~and ~~Solutions~~the Srestructuring transactions contemplated thereunder.~~A.S.~~ The ~~(“ES~~Bankruptcy ~~Colombia”~~Code approved the Plan and, ~~collectively~~entered ~~with~~an Order (I) Approving the ~~Domestic~~Disclosure ~~Subsidiary~~Statement ~~Guarantors~~For, ~~Appgate~~ and ~~ES Japan~~Confirming, the ~~“Note~~Second ~~Guarantors”),~~Amended ~~Magnetar~~Joint ~~Financial~~Prepackaged ~~LLC~~Plan ~~(collectively~~of ~~with~~Reorganization ~~its~~of ~~affiliates~~Appgate, ~~“Magnetar”),~~Inc. asand ~~representative~~its Debtor Subsidiaries Pursuant to Chapter 11 of the ~~lenders,~~Bankruptcy ~~(the~~Code ~~“Lenders”~~and (II) ~~party~~Granting toRelated ~~that~~Relief ~~certain~~(the ~~A&R~~“Confirmation ~~Note~~Order”) ~~Purchase~~confirming ~~Agreement,~~the ~~dated~~Plan. A ~~June~~copy 9,of ~~2023,~~the byPlan and ~~among~~the ~~Legacy~~Confirmation ~~Appgate~~Order ~~and~~are ~~the~~attached ~~Lenders~~hereto ~~(the~~as ~~“A&R~~Exhibit ~~Note~~2.1 ~~Purchase~~and ~~Agreement”)~~Exhibit 2.2, respectively, and ~~U.S.~~are ~~Bank~~incorporated ~~Trust~~herein ~~Company,~~by ~~National~~reference ~~Association,~~into asthis ~~collateral~~item ~~agent~~1.03. All ~~(in~~filings ~~such~~related ~~capacity,~~to the ~~“Collateral~~Chapter ~~Agent”),~~11 ~~entered~~Cases ~~into~~are anavailable ~~amended~~electronically ~~and~~at ~~restated~~https://www.donlinrecano.com/Clients/apg/Index. ~~note~~Capitalized ~~issuance~~terms ~~agreement~~used ~~(the~~but ~~“A&R~~not ~~Note~~specifically ~~Issuance~~defined ~~Agreement”),~~herein ~~which~~have ~~governs~~the ~~Legacy~~meanings ~~Appgate’s~~ascribed ~~Convertible~~to ~~Senior~~them ~~Notes~~in ~~due 2026 (~~the ~~“Notes”)~~Plan.

OnSummary ~~May 2, 2024, in connection with the Lenders’ purchase~~ of ~~Additional Notes (as defined in Item 2.03 of this Form 8-K), Appgate, Legacy Appgate,~~ the Note Guarantors, the Lenders and Magnetar entered into an amendment (the “Amendment to Note Issuance Agreement and Note Purchase Agreement”) to the A&R Note Issuance Agreement and A&R Note Purchase Agreement, pursuant to which each of the A&R Note Issuance Agreement and A&R Note Purchase Agreement were amended to allow for the issuance of $30.0 million Additional Notes. Except as set forth above, the terms of both the A&R Note Issuance Agreement and the A&R Note Purchase Agreement remain substantially the same.Plan

The ~~foregoing~~following ~~description~~provides a summary of the ~~Amendment~~material toterms ~~Note~~of ~~Issuance~~the ~~Agreement~~Plan as approved and ~~Note~~confirmed ~~Purchase~~by ~~Agreement~~the ~~does~~Bankruptcy Court. This summary highlights only certain substantive provisions of the Plan and is not ~~purport~~intended to be a complete ~~and~~description of the Plan. This summary is qualified in its entirety by reference to the ~~Amendment,~~full ~~which~~text isof ~~filed~~the asConfirmation ~~Exhibit~~Order 10and the Plan.1 Among toother ~~this~~things, ~~Current~~the ~~Report~~Plan onprovides ~~Form~~for ~~8-K~~the ~~and~~following isrecoveries ~~incorporated~~(in byeach ~~reference~~case, ~~herein.~~as more fully described in the Plan):

~~Amendment~~•DIP Claims: Each Holder of an Allowed DIP Claim shall receive either (a) payment in full in Cash or (b) its Pro Rata share, calculated as if the DIP Claims were included in the Class 3 1L Convertible Notes Claims, of (i) the Series A Units and (ii) the Class C Magnetar Units; provided that an election may be made by or on behalf of such Holders to ~~Amended~~receive Series A-1 Units and ~~Restated~~Class ~~Credit~~C-1 ~~Agreement~~Common Units in lieu of Series A Units and Class C Common Units.

As•1L ~~previously~~Convertible ~~reported,~~Notes onClaims: Each ~~April~~Holder ~~26,~~of ~~2022,~~an ~~Legacy~~Allowed ~~Appgate~~1L Convertible Notes Claim shall receive such Holder’s Pro Rata share, calculated as ~~borrower,~~if ~~entered~~the ~~into~~DIP aClaims ~~revolving~~were ~~credit~~included ~~agreement~~in (the ~~“Original~~Class ~~Revolving~~3 ~~Credit~~1L ~~Agreement”)~~Convertible Notes Claims, ~~with~~of ~~Appgate~~(a) the Series A Units and (b) the ~~Domestic~~Class ~~Subsidiary~~C ~~Guarantors,~~Magnetar asUnits; ~~guarantors,~~provided ~~and~~that ~~SIS~~an ~~Holdings,~~election ~~L.P.,~~may asbe ~~lender~~made ~~(“SIS~~prior ~~Holdings”),~~to ~~providing~~the ~~for~~Effective Date by or on behalf of a ~~$50.0~~Holder ~~million~~of ~~unsecured,~~1L ~~revolving~~Convertible ~~credit~~Notes ~~facility~~to ~~maturing~~receive onSeries ~~June~~A-1 30Units and Class C-1 Common Units, ~~2023~~which Series A‑1 Units and Class C-1 Common Units will provide the same economic benefit to such Holder as such Holder’s Pro Rata share of Series A Units and Class C Common Units.

As•2L ~~previously~~Convertible ~~disclosed~~Notes inClaims: Each ~~the~~Holder ~~Prior~~of ~~8-K,~~an ~~Appgate,~~Allowed ~~Legacy~~2L ~~Appgate,~~Convertible ~~the~~Notes ~~Domestic~~Claim ~~Subsidiary~~will ~~Guarantors~~receive, ~~and~~in ~~SIS~~full ~~Holdings~~and ~~entered~~final ~~into~~satisfaction anof ~~amended~~such ~~and~~2L ~~restated~~Convertible ~~credit~~Notes ~~agreement~~Claim, (a) the ~~“A&R~~Series ~~Revolving~~B ~~Credit~~Units ~~Agreement”~~and (b), onthe ~~June~~Class 9,C ~~2023~~AGF Units.

On•3L ~~May~~RCF 2,Claims: All ~~2024,~~3L inRCF ~~connection~~Claims ~~with~~shall ~~the~~be ~~Lenders purchase of Additional Notes (as defined in Item 2.03 of this Form 8-K)~~discharged, ~~Appgate~~cancelled, ~~Legacy Appgate~~released, ~~the~~and ~~Domestic~~extinguished ~~Subsidiary Guarantors,~~ and ~~SIS~~will ~~Holdings~~be ~~entered~~of ~~into~~no anfurther ~~amendment~~force ~~(the~~or ~~“Credit Agreement Amendment”) to the A&R Revolving Credit Agreement~~effect, ~~pursuant~~and toHolders ~~which~~of the ~~A&R~~3L ~~Revolving~~RCF ~~Credit~~Claims ~~Agreement~~shall ~~was~~not ~~amended~~receive toor ~~increase~~retain ~~the~~any ~~Consideration~~distribution ~~Cap,~~under asthis ~~defined~~Plan inon ~~the~~account ~~Credit~~of ~~Agreement~~such ~~Amendment,~~3L ~~from~~RCF ~~$90~~Claims.0 ~~million to $105.0 million.~~

~~The~~•General ~~foregoing~~Unsecured ~~description~~Claims: Each Holder of ~~the~~an ~~Credit~~Allowed ~~Agreement~~General ~~Amendment~~Unsecured ~~does~~Claim ~~not~~will ~~purport to~~ be ~~complete~~paid ~~and~~in isfull ~~qualified~~ in ~~its~~Cash ~~entirety~~or byhave ~~reference~~its toclaim ~~the Amendment, which is filed as Exhibit 10~~Reinstated.~~2 to this Current Report on Form 8-K and incorporated herein by reference.~~

~~Restructuring~~•Existing ~~Support~~Equity ~~Agreement~~Interests in Appgate: All existing Equity Interests in Appgate will be cancelled on the Effective Date.

~~The~~Additional information regarding the ~~Restructuring~~classification ~~Support~~and ~~Agreement~~treatment ~~(as defined below) set forth in Item 1.03~~ of ~~this~~Claims ~~Current~~and ~~Report~~Equity onInterests ~~Form~~can ~~8-K~~be isfound ~~incorporated~~in ~~into~~Article ~~this~~III ~~Item~~of ~~1.01~~the ~~by reference~~Plan.

Item 1.03 Bankruptcy or Receivership

Voluntary Petitions for Bankruptcy

On May 6, 2024 (the “Petition Date”), Appgate and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the

~~District of Delaware (the “Bankruptcy Court”). The Debtors have filed a motion with the Bankruptcy Court seeking joint administration of the Chapter 11 Cases under the caption “In re Appgate~~Settlement, ~~Inc.,~~Releases etand ~~al.”~~Exculpations

The Debtors will continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In ~~order~~consideration tofor ~~ensure their ability to continue to operate in~~ the ~~ordinary course of business and minimize the effect of bankruptcy on the Debtors’ customers~~classification, ~~employees~~distributions, ~~vendors,~~ and other ~~stakeholders,~~benefits ~~the~~provided ~~Debtors~~under ~~are~~the ~~seeking approval of a variety of “first day” motions containing customary relief~~Plan, including athe ~~motion~~release ~~seeking~~and ~~authority~~exculpation toprovisions ~~pay~~included ~~employee wages and benefits~~therein, tothe ~~pay~~Plan ~~all~~constitutes ~~vendors~~an ~~and~~integrated ~~suppliers~~compromise ~~for goods~~ and ~~services~~settlement ~~in the ordinary course~~ of ~~business,~~Claims ~~and~~ to ~~continue~~achieve ~~honoring~~a ~~insurance~~beneficial and ~~tax~~efficient ~~obligations~~resolution ~~as they come due. In addition, the Company filed motions with the Bankruptcy Court seeking approval for the consensual use~~ of ~~cash collateral and other customary operational and administrative relief. The Debtors expect that~~ the ~~Bankruptcy~~Chapter ~~Code~~11 ~~will approve the relief sought in these motions on an interim basis~~Cases.

~~Additional~~The ~~information~~Plan ~~about~~provides ~~the~~releases ~~Chapter~~and 11exculpations ~~Cases,~~to ~~including~~the ~~access~~benefit toof ~~Bankruptcy~~the ~~Court documents~~Debtors, iscertain ~~available~~of ~~online~~the atDebtors’ ~~www.donlinrecano.com/appgate~~stakeholders, aother ~~website~~parties ~~administered~~in byinterest ~~Donlin,~~and ~~Recano~~various &parties ~~Company,~~related ~~Inc.~~thereto, aeach ~~third-party~~in ~~bankruptcy~~their ~~claims~~capacity ~~and~~as ~~noticing~~such, ~~agent.~~from ~~The~~various ~~documents~~Claims and ~~other~~Causes ~~information on this website are not part~~ of ~~this~~Action, ~~Current~~as ~~Report~~further ~~and~~set ~~shall~~forth ~~not~~in beArticle ~~incorporated~~VIII byof ~~reference~~the ~~herein~~Plan.

~~Restructuring~~Capital ~~Transactions~~Structure

InAs ~~connection~~of ~~with~~June ~~the~~17, ~~Chapter 11 Cases~~2024, onthere ~~May~~were 3131, ~~2024~~793,660 shares of the ~~Debtors~~Company’s ~~entered~~common ~~into~~stock, apar ~~Restructuring~~value ~~Support~~$0.001 ~~Agreement~~per share (the “~~Restructuring~~Common ~~Support Agreement~~Stock”) ~~with~~outstanding. On ~~100%~~the ofEffective Date, all outstanding Equity Interests in the Company’s, 1Lincluding ~~Convertible~~shares ~~Noteholders~~of Common Stock, ~~100%~~will be cancelled, released, extinguished, and discharged and will be of ~~the~~no ~~Company’s~~further 2Lforce ~~Convertible~~or ~~Noteholders,~~effect as of the ~~Company’s~~Effective 3LDate ~~RCF~~without ~~Lender,~~consideration and ~~approximately~~without ~~89%~~value. Holders of ~~the~~such ~~Company’s~~shares ~~equityholders~~of ~~(collectively,~~Common ~~the~~Stock ~~“Consenting~~will ~~Stakeholders”)~~not onreceive ~~the~~distributions ~~terms~~on account of atheir ~~comprehensive~~Equity ~~restructuring~~Interests ~~transaction~~in (Appgate. The Company cautions that trading in the ~~“Restructuring~~Common ~~Transaction”)~~Stock toduring bethe ~~implemented~~pendency ~~through~~of the Chapter 11 Cases. is highly speculative and poses substantial risks.

The ~~Restructuring~~Company ~~Transaction~~intends ~~contemplates~~to ~~agreed-upon~~emerge ~~terms~~from ~~for~~Chapter 11 as a ~~prepackaged~~private ~~financial~~Company. The ~~restructuring~~shares of New Appgate Holding’s new Equity Interests issued pursuant to the Plan will be issued without registration under the Securities Act of 1933, as amended (the “~~Restructuring~~Securities Act”)., ~~Through~~or ~~the~~any ~~Restructuring~~similar federal, ~~the~~state, ~~Consenting~~or ~~Stakeholders~~local ~~will,~~law ~~subject~~in toreliance ~~certain~~upon ~~terms~~section 1145 of the Code and ~~conditions~~Section 4(a)(2) of the ~~Restructuring~~Securities ~~Support~~Act ~~Agreement~~and Regulation D and/or Regulation S thereunder, ~~support~~as applicable. The Company intends to file a ~~restructuring~~Form of15 with the ~~existing~~SEC ~~debt~~deregistering ~~of,~~the ~~existing~~Company’s ~~equity~~common ~~interests~~stock ~~in,~~pursuant ~~and~~to ~~certain~~Rule ~~other~~12g-4(a)(1)] ~~obligations~~under ~~of,~~the Securities Act. Upon filing the ~~Debtors~~Form 15, ~~pursuant~~the Company intends to aimmediately ~~plan~~cease offiling ~~reorganization~~any ~~(the~~further ~~“Plan”)~~periodic or current reports under the ~~Bankruptcy~~Securities ~~Code~~Exchange inAct ~~the~~of ~~Chapter~~1934, 11as ~~Cases~~amended (the “Exchange Act”).

~~The~~Certain ~~Plan~~Information ~~embodies~~Regarding ~~the~~Assets ~~terms set forth in the Restructuring Support Agreement~~ and ~~that~~Liabilities certain restructuring support agreement term sheet (the “Restructuring Support Agreement Term Sheet”), attached to, and incorporated into, the Restructuring Support Agreement, which, among other things, contemplates the treatment of the ~~claims of the Company’s stakeholders as set forth below. Capitalized terms used but not defined herein have the meaning given to them in the Restructuring Support Agreement.~~ Debtors

• In the 1LDebtors’ ~~Convertible~~most ~~Noteholders~~recent ~~shall~~monthly ~~receive~~operating ~~such~~report ~~Holder~~filed with the Bankruptcy Court on June 21, 2024 (the “Monthly Operating Report”), the Company reported aggregated total assets of approximately $125.5 million and total liabilities of approximately $305.1 million as of May 31, 2024 across all Debtors. The Monthly Operating Report is limited in scope, covers a limited time period, and was prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. Moreover, the Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s ~~pro~~securities, ~~rata~~the ~~share~~Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of ~~certain~~the ~~equity~~Company’s ~~interests~~financial condition or operating results for the period that would be reflected in the ~~reorganized~~Company’s ~~company~~financial statements or in its reports pursuant to the Exchange Act. The results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~•the~~Item 2L3.03 ~~Convertible~~Material ~~Noteholders~~Modification ~~shall~~to ~~receive~~Rights ~~such Holder’s pro rata share~~ of ~~certain~~Security ~~equity interests in the reorganized company~~Holders.

•The Plan provides that on the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates and other documents evidencing Claims or Equity Interests, including the 1L Convertible NIA, the 2L Convertible Notes NIA, and the 3L RCF ~~Lender’s~~Credit ~~claims~~Agreement, and all other credit agreements and indentures, shall be cancelled, ~~released~~and the obligations of the Company and any Non-Debtor Affiliates thereunder or in any way related thereto, including any liens and/or Claims in connection therewith, shall be deemed satisfied in full, cancelled, discharged, released, and ~~extinguished~~of ~~without~~no ~~any~~force ~~distribution~~or effect, and the Agents named in the Plan shall be released from all duties and obligations thereunder. Holders of or parties to such cancelled instruments, securities, and other documentation have no rights arising from or relating to such instruments, securities and other documentation, or the cancellation thereof, except the rights provided for pursuant to the Plan.

~~•General~~The ~~Unsecured~~certificates, ~~Claims~~shares ~~shall~~and ownership interests and related agreements, purchase rights, options and warrants that will be ~~either~~cancelled ~~(a)~~on ~~reinstated~~the Effective Date include all of the Company’s common stock and related rights to purchase or ~~(b)~~receive ~~paid~~shares inof ~~full~~common stock.

•510(b) Claims shall be cancelled without any distribution.

•Equity Interests in Appgate shall be cancelled, released, discharged, and extinguished and shall not receive any distribution on account of such interests.

The Restructuring Support Agreement also contains various in-court milestones, including:

•no later than one Business Day prior to the Petition Date, the Debtors shall commence solicitation of the Plan;

•no later than four Business Days following the effective date of the Restructuring Support Agreement, the Petition Date shall have occurred;

•no later than forty-three calendar days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order and an order approving the Disclosure Statement; and

•no later than forty-five calendar days after the Petition Date, the Plan Effective Date shall have occurred.

Although the Company intends to pursue the Restructuring Transaction in accordance with the terms set forth in the Restructuring Support Agreement, there can be no assurance that the Company will be successful in completing the

~~Restructuring~~Item ~~Transaction~~5.02 orDeparture ~~similar~~of ~~transaction~~Directors onor ~~the~~Certain ~~terms~~Officers; ~~set~~Election ~~forth~~of inDirectors; ~~the~~Appointment ~~Restructuring~~of ~~Support~~Certain ~~Agreement,~~Officers; onCompensatory ~~different~~Arrangements ~~terms~~of orCertain ~~at all~~Officers.

The ~~foregoing~~Plan ~~description~~provides ofthat on the ~~Restructuring~~Effective ~~Support~~Date, ~~Agreement~~the isCompany’s ~~not~~board ~~complete~~of ~~and~~directors iswill ~~qualified~~be indissolved ~~its~~and ~~entirety~~any byremaining ~~reference~~officers will be deemed to ~~the~~have ~~Restructuring~~resigned. Each ~~Support~~of ~~Agreement~~the Company’s directors, aincluding ~~copy~~Fahim ofAhmed, ~~which~~Jonathan isJ. ~~attached~~Ledecky, toJeanne ~~this~~Manischewitz, ~~Current~~Manuel ~~Report~~D. onMedina, ~~Form~~Steven ~~8-K~~Panagos, asBenjamin ~~Exhibit~~Phillips, ~~10.3~~Lisa Sibenac, and isLeo ~~incorporated~~Taddeo, ~~herein~~will bycease ~~reference~~being directors of the Company on the Effective Date.

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

As previously disclosed by the Company on the Prior 8-K on June 9, 2023, Appgate, Legacy Appgate, and the lenders party thereto (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 Legacy Appgate Convertible Notes due 2026 (“Additional Notes”) in one or more subsequent closing on or prior to June 9, 2025. As disclosed in Section 1.01 above, the Amendment to Note Issuance Agreement and Note Purchase Agreement, dated as of May 2, 2024, increased the amount of Additional Notes that Lenders may purchase from $15.0 million to $30.0 million.

As previously disclosed by Appgate on the Form 8-K filed by Appgate with the SEC on January 18, 2024, on January 11, 2024, the Lenders exercised their option to purchase an aggregate amount of $4,000,000 of Additional Notes. As previously disclosed by Appgate on the Form 8-K filed by Appgate with the SEC on March 28, 2024, the Lenders exercised their option to purchase an aggregate amount of $1,500,000 of Additional Notes. As previously disclosed by Appgate on the Form 8-K filed by Appgate with the SEC on April 24, 2024, on April 19, 2024, the Lenders exercised their option to purchase an aggregate amount of $580,000 of Additional Notes. As previously disclosed by Appgate on the Form 8-K filed by Appgate with the SEC on April 24, 2024, on April 23, 2024, the Lenders exercised their option to purchase an aggregate amount of $5,851,703 of Additional Notes. On April 30, 2024, the Lenders exercised their option to purchase an aggregate amount of $1,999,186 of Additional Notes. On May 3, 2024, the Lenders exercised their option to purchase an aggregate amount of $4,308,267 of Additional Notes. As a result, Legacy Appgate has received $18,239,156 in gross proceeds with respect to the Additional Notes.

DIP Credit Agreement

Subject to the approval of the Bankruptcy Court, Legacy Appgate, as borrower (the “DIP Borrower”), the Company and certain of the Company’s direct and indirect debtor-subsidiaries, as guarantors (together with the DIP Borrower, the “DIP Parties”), expect to enter into that certain superpriority secured debtor-in-possession term loan agreement (the “DIP Credit Agreement”) with the lenders from time to time party thereto (the “DIP Lenders”) and U.S. Bank Trust Company, National Association, as administrative agent and collateral agent (the “DIP Agent”), on the terms and conditions set forth therein. Capitalized terms used but not otherwise defined in this “DIP Credit Agreement” section of this Current Report on Form 8-K shall have the meanings given to them elsewhere in this Current Report on Form 8-K (or, if not defined herein, the DIP Credit Agreement). Pursuant to the DIP Credit Agreement, the DIP Lenders have agreed, upon the terms and conditions set forth therein, including the approval of the Bankruptcy Court, to make available to the DIP Borrower a superpriority secured debtor-in-possession credit facility in the aggregate principal amount of $18,000,000 (the “DIP Facility”) in order to (a) fund the Chapter 11 Cases, (b) make certain other payments as more fully provided in the Bankruptcy Court orders approving the DIP Facility, and (c) provide working capital for the Debtors during the pendency of the Chapter 11 Cases, all in accordance with an Approved Budget (subject to the Permitted Variances) and as otherwise provided therein. The obligations under the DIP Credit Agreement will be secured by liens on substantially all of the real and personal property of the DIP Parties, subject to customary exceptions.

The DIP Facility will mature on the date that is one hundred twenty (120) calendar days after the Petition Date.

The DIP Credit Agreement includes customary negative covenants for debtor-in-possession loan agreements of this type, including covenants limiting the DIP Borrower and its subsidiaries’ ability to, among other things, incur indebtedness, create liens on assets, make investments, loans, advances or guarantees, engage in mergers, consolidations, sales of assets and acquisitions and pay dividends and distributions, in each case subject to customary exceptions for debtor-in-possession loan agreements of this type. The DIP Credit Agreement also includes certain customary and usual representations and warranties, mandatory prepayments, affirmative covenants and events of default customary for financings of this type. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, the appointment of a trustee pursuant to chapter 11 of the Bankruptcy Code, and certain other events related to the impairment of the DIP Term Loan Lenders’ rights or liens granted under the DIP Credit Agreement.

The foregoing description of the DIP Credit Agreement and DIP Facility does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement, a substantially final form of which is attached to this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the Chapter 11 Cases constitutes an event of default that accelerated obligations under the following debt instruments and agreements (the “Debt Instruments”):

•A&R Revolving Credit Agreement;

•A&R Note Issuance Agreement;

•Note Issuance Agreement, dated as of July 20, 2023, by and among the Company, the subsidiary guarantors named therein, and Appgate Funding, LLC as Purchaser.

The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal amount together with accrued and unpaid fees and interest thereon, and in the case of the indebtedness outstanding under the senior notes, premium, if any, thereon, shall be immediately due and payable. However, any efforts to enforce payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. Additionally, in connection with the Chapter 11 Cases, the Company has incurred, and expects to continue to incur, significant professional fees and other costs in connection with the Chapter 11 Cases. There can be no assurance that the Company’s current liquidity is sufficient to allow it to satisfy its obligations related to the Chapter 11 Cases or to pursue confirmation of the Plan.

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 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On May 2, 2024, the Company appointed Jeanne Manischewitz and Steven Panagos to the Company’s Board of Directors (the “Board”). In connection with their respective appointments, Ms. Manischewitz and Mr. Panagos will each be entitled to receive a cash directors’ fee equal to $35,000 per month, payable in advance, and reimbursement of reasonable and documented out-of-pocket expenses associated with the directors’ services on the Board.

Ms. Manischewitz has more than 28 years of experience in investment banking, asset management, and board governance. She is highly skilled in the areas of distressed debt investing including deal structuring, creditor rights, and bankruptcy processes. She has served on the board at Redwood Enhanced Income Corp, Graf Acquisition Corp II, Healthcare Services Acquisition Holdings, and the Museum of the City of New York. Ms. Manischewitz also spent over a decade as Partner and Head of North American Credit at York Capital Management.

Mr. Panagos is a turnaround expert with experience leading complex financial and operational restructurings for organizations across a spectrum of industries. He has served as an independent director to companies undergoing significant changes, including Silicon Valley Bank Financial Group, Barnes & Noble Education, Pier1 Imports, and American Consolidated Natural Resources. Mr. Panagos also spent a decade as Vice Chairman and Managing Director of the Recapitalization & Restructuring Group at Moelis & Company.

Prior to their respective appointments, Ms. Manischewitz and Mr. Panagos each entered into a letter agreement with the Company, dated as of April 3, 2024, pursuant to which Ms. Manischewitz and Mr. Panagos provided consulting services to the Company on matters relating to a refinancing, restructuring, and deleveraging of the Company for the period between April 3, 2024 until their respective appointments on May 2, 2024. During such time, Ms. Manischewitz and Mr. Panagos each received approximately $35,000 in the aggregate, consisting of monthly fees payable by the Company pursuant to their respective letter agreements.

Item 7.01 Regulation FD Disclosure.

~~Press~~On ~~Release~~June 21, 2024, the Company filed the Monthly Operating Report for the period beginning May 6, 2024 and ending May 31, 2024 with the Bankruptcy Court. The Monthly Operating Report only pertains to the Debtors and excludes any non-Debtor entities. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibit attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available electronically at https://www.donlinrecano.com/Clients/apg/Index.

OnThe ~~May~~information 6,contained ~~2024,~~in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the ~~Company~~Exchange ~~issued~~Act, aor ~~press~~otherwise ~~release~~subject ~~announcing~~to the ~~filing~~liabilities of such section, and shall not be deemed to be incorporated by reference into any of the ~~Chapter~~Company’s 11filings ~~Cases~~under ~~and~~the anSecurities ~~overview~~Act of 1933, as amended, or the ~~Restructuring.~~Exchange AAct, ~~copy~~whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the ~~press~~extent ~~release~~expressly isset ~~attached~~forth ~~hereto~~by asspecific ~~Exhibit~~reference 99in such a filing.1.

~~Additional~~Cautionary ~~Information~~Note onRegarding ~~Chapter~~the 11Monthly ~~Cases~~Operating Report

~~Court~~The ~~filings~~Company cautions investors and potential investors not to place undue reliance upon the information ~~about~~contained in the ~~Chapter~~Monthly 11Operating ~~Cases~~Report, ~~can~~which bewas ~~found~~not atprepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a ~~website~~limited ~~maintained~~time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s ~~claims~~securities, ~~agent~~the atMonthly ~~www~~Operating Report is complete.~~donlinrecano.com/appgate.~~ The ~~documents~~Monthly ~~and~~Operating ~~other~~Report also contains information ~~available~~for ~~via~~periods ~~website~~which are shorter or ~~elsewhere~~otherwise ~~are~~different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not ~~part~~be indicative of ~~this~~the ~~Current~~Company’s ~~Report~~financial ~~and~~condition ~~shall~~or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. The results set forth in the Monthly Operating Report should not be ~~deemed~~viewed ~~incorporated~~as ~~herein~~indicative of future results.

~~The~~Cautionary ~~information~~Statement ~~disclosed~~Concerning under this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8Forward-KLooking ~~and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1 attached hereto.~~Statements

~~Item~~Statements 8in this report that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.01 ~~Other~~These ~~Events~~forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although Appgate believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties, and other factors. Such factors include, but are not limited to, risks and uncertainties regarding Appgate’s ability to successfully consummate and complete the Plan; Appgate’s ability to continue operating in the ordinary course while the Chapter 11 Cases are pending; potential adverse effects of the Chapter 11 Cases on Appgate’s business, financial condition, liquidity and results of operations; employee attrition and Appgate’s ability to retain senior management and other key personnel due to the distractions and uncertainties caused by the Chapter 11 Cases; Appgate’s ability to improve its liquidity and long-term capital structure and to address its debt service obligations through a financial and operational restructuring (the “Restructuring”); Appgate’s ability to comply with the restrictions imposed by the terms and conditions of the DIP facility and other financing arrangements; Appgate’s liquidity needs to operate its business and execute its strategy, and related use of cash; Appgate’s ability to maintain relationships with customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the Restructuring and the Chapter 11 Cases on Appgate and on the interests of various

~~Cautionary Note Regarding the Company’s Securities~~4

~~The~~constituents, ~~Company~~including ~~cautions~~holders ~~that~~of ~~trading~~the inCommon ~~its~~Stock; ~~securities~~the ~~during~~other ~~the~~litigation ~~pendency~~and ofinherent ~~the~~risks involved in a reorganization under Chapter 11; ~~Cases~~Appgate’s isfinancial ~~highly~~and ~~speculative~~business performance, and ~~poses~~its ~~substantial~~ability ~~risks.~~to ~~Trading~~implement ~~prices~~its ~~for~~business ~~the~~plan; ~~Company~~Appgate’s ~~securities~~expected ~~may~~financial ~~bear~~position ~~little~~upon oremergence nofrom ~~relationship~~bankruptcy; toAppgate’s ~~the~~projected ~~actual~~financial ~~recovery~~information, ifanticipated ~~any~~growth rate, byand ~~holders~~market ofopportunity; ~~the Company~~Appgate’s public securities’ potential liquidity and trading; Appgate’s ability to fund its planned operations for the next twelve months and its ability to continue as a going concern in light of the Chapter 11 Cases; and other risks and uncertainties disclosed in Appgate’s annual and quarterly periodic reports and other documents filed with the U.S. InSecurities ~~particular,~~and Exchange Commission (the ~~Company~~“SEC”). ~~expects~~Forward-looking ~~that~~statements ~~its~~speak ~~equity~~only ~~holders~~as ~~could~~of ~~experience~~the adate ~~significant~~they are made. Appgate undertakes no duty or ~~complete~~obligation ~~loss~~to onupdate ~~their~~or ~~investment~~revise these forward-looking statements, ~~depending~~whether onas ~~the~~a ~~outcome~~result of ~~the~~new ~~Chapter~~information, 11future ~~Cases~~developments, or otherwise, except as required by law.

~~Cautionary~~Item ~~Statement~~9.01 ~~Regarding~~Financial ~~Forward-Looking~~ Statements and Exhibits.

Statements in this report that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the Debtors’ continued operation of the business as “debtors-in-possession”; the Company’s expectation to be granted “first day relief” and its impact on the ability to pay for continuing obligations, including, but not limited to, employee wages, vendors, suppliers for goods, services, taxes and insurance; the Company’s expectation that the transactions contemplated by the Restructuring Support Agreement are consummated by the Bankruptcy Court in the terms outlined herein; statements regarding the amount of professional fees and other costs incurred in connection with the Chapter 11 Cases; and any assumptions underlying any of the foregoing. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to: the Company’s ability to fund its planned operations for the next twelve months and its ability to continue as a going concern; the adverse impact of the Chapter 11 Cases on the Company’s business, financial condition, and results of operations; the Company’s ability to successfully consummate the Restructuring and emerge from the Chapter 11 Cases, including by satisfying the conditions and milestones set forth in the Restructuring Support Agreement; the Company’s ability to improve its liquidity and long-term capital structure and to address its debt service obligations through the Restructuring; the Company’s ability to make the required payments under the agreements governing its current debt obligations; the Company’s ability to maintain relationships with customers, employees and other third parties as a result of the Restructuring and the Chapter 11 Cases; the effects of the Restructuring and the Chapter 11 Cases on the Company and the interests of various constituents; risks and uncertainties associated with the Restructuring, including the Company’s ability to receive approvals for debtor-in-possession financing, obtain

confirmation of the Plan under the Chapter 11 Cases and successfully consummate the Restructuring; the Company’s ability to receive any required approvals of the Plan and the responses of its securityholders and other stakeholders, including those party to the Restructuring Support Agreement; subject to the successful outcome of the Restructuring; the Company’s ability to maintain the listing of its common stock on the OTC Markets, and the resulting impact of either (i) a delisting or (ii) remedies taken to prevent a delisting on the Company’s results of operations and financial condition; and other risks and uncertainties described from time to time in the Company’s filings with the SEC.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to rely on these forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any current intention, and assumes no duty, to update publicly any forward-looking statement after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Amendment to Amended and Restated Note Issuance Agreement and Amended and Restated Note Purchase Agreement, dated May 2, 2024, by and among Legacy Appgate, Appgate, the other guarantors party thereto, the Noteholders and Magnetar Financial LLC.
2.1						Amended Joint Prepackaged Plan of Reorganization of Appgate, Inc. and its Debtor Subsidiaries Pursuant to Chapter 11 of the Bankruptcy Code.
10.2						Amendment to Amended and Restated Revolving Credit Agreement, dated May 2, 2024, by and among Legacy Appgate, Appgate, the Domestic Subsidiary Guarantors, and SIS Holdings.
2.2						Order (I) Approving the Disclosure Statement For, and Confirming, the Amended Joint Prepackaged Plan of Reorganization of Appgate, Inc. and its Debtor Subsidiaries Pursuant to Chapter 11 of the Bankruptcy Code and (II) Granting Related Relief.
10.3						*Restructuring Support Agreement, dated May 3, 2024, by and among Appgate, each of its affiliates named therein and the Consenting Stakeholders.
99.1						Monthly Operating Report of Appgate, Inc. for the period ended May 31, 2024 filed with the Bankruptcy Court.
10.4						*DIP Credit Agreement, by and among Legacy Appgate, as borrower, the Company and certain of the Company’s direct and indirect debtor-subsidiaries, as guarantors, the lenders from time to time party thereto and U.S. Bank Trust Company, National Association, as administrative agent and collateral agent.
99.1						Press Release, dated May 6, 2024.
104						Cover Page Interactive Data File

* In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing.

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: May 6, 2024	Appgate, Inc.
Dated: June 24, 2024	Appgate, Inc.
	By:	/s/ Leo Taddeo
		Name: Leo Taddeo
		Title: Chief Executive Officer and President

Filing Compare · Appgate, Inc.