Latest Good Hemp News
Aug 27, 2021
08/26 08/27/2021 | 04:52am EDT Message : Entry into a Material Definitive Agreement. Effective August 24, 2021, the Company entered into a securities purchase agreement (the 'SPA') with Geneva Roth Remark Holdings, Inc., a New York corporation, pursuant to which the Company agreed to issue to the investor (i) a Promissory Note (the 'Note'), dated August 13, 2021, in the principal amount of $250,375; and (ii) three-year cashless warrants to purchase 52,265 shares of Company common stock at an exercise price of $1.20 per share, subject to adjustment for certain dilutive events. The warrants were issued to the investor, and the Note was funded by the investor on August 24, 2021, and on such date pursuant to the SPA, the Company reimbursed the investor for expenses for legal fees and due diligence of $2,500, and the investor received an original issue discount of $22,875, with the Company receiving net funding of $225,000. The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Note matures on August 13, 2022, a one-time interest rate of 10% accrued upon issuance, and the Note must be repaid in 10 monthly payments of $27,541.25, with the first payment due on September 31, 2021. As long as the Note is not in default, the Note is not convertible. Upon the occurrence of an event of default, the note is convertible into shares of the Company's common stock at a conversion price equal to 75% multiplied by the closing bid price for the trading day immediately prior to conversion; provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor's beneficial ownership of the Company's common stock being in excess of 4.99% of the Company's issued and outstanding common stock. The beneficial ownership limitation may not be waived by the investor. The foregoing descriptions of SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03. Financial Statements and Exhibits.