Item 1.01 Entry into a Material Definitive Agreement.
The information contained above in Item 3.02 is hereby incorporated by reference
into this Item1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Item 3.02 is hereby incorporated by reference
into this Item 2.03.
Item 3.02 Unregistered Sale of Equity Securities.
On September 30, 2022, AmeriCrew Inc. (the "Company") entered into a Securities
Purchase Agreement ("SPA") with five investors (the "Purchasers") whereby the
Purchasers lent the Company an aggregate of $245,000 gross proceeds and the
Company issued these Purchasers Secured Convertible Promissory Notes (the
"Notes"), five-year Class A Common Stock Purchase Warrants (the "Class A
Warrants") and five-year Class B Common Stock Purchase Warrants (the "Class B
Warrants") at an exercise price of $1.9032 per share and $2.50 per share,
respectively, pursuant to the terms and conditions of the SPA. The proceeds
shall be used for working capital.
The Notes are due September 30, 2024. The Notes bear interest at 8% per annum
payable quarterly, subject to an increase in case of an event of default as
provided for therein. The Notes are convertible into shares of Common Stock at
any time following the date of issuance at each Purchaser's option at a
conversion price of $1.9032 per share, subject to certain adjustments.
Furthermore, at any time after the 12 month anniversary of the date of issuance
of the Notes, the Company may, after written notice to the Purchaser, prepay all
of the then outstanding principal amount of the Notes for cash in an amount
equal to the sum of 110% of the then outstanding principal amount of the Note,
accrued but unpaid interest and all liquidated damages and other amounts due in
respect of the Note (if any).
Pursuant to the SPA, the Company and its wholly-owned subsidiaries, Mikab
Corporation, AmeriCrew Holdings, LLC entered into a Guaranty Agreement (the
"Guaranty Agreement") with the Purchasers. Each subsidiary guaranteed to the
Purchasers the payment of the Notes.
In addition, pursuant to the SPA, the Company entered into a Registration Rights
Agreement with each Purchaser in which the Purchasers are entitled to
"piggyback" registration rights, pursuant to which the Company has agreed to
include the underlying shares of Common Stock from the conversion of the Notes
and exercise of the Class A Warrants and Class B Warrants in a registration
statement, if the Company files a registration statement for another purpose,
subject to certain terms and conditions.
The Company paid Westpark Capital, Inc. a fee of 9% of the gross proceeds of
this offering and issued it Placement Agent Warrants equal to 9% of the total
amount of warrants issued to the five investors in connection with the September
30, 2022 closing. The offer and sale of the Notes, Class A Warrants and Class B
Warrants pursuant to the SPA and the Placement Agent Warrants was not registered
under the Securities Act of 1933 and was exempt from registration pursuant to
Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.
The foregoing description of the terms of the SPA, Notes, the Class A Warrants,
the Class B Warrants, the Guaranty Agreement, the Registration Rights Agreement
and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the form of SPA, the form of Note, the
form of Class A Warrants, the form of Class B Warrants, the form of Guaranty
Agreement, and the form of Registration Rights Agreement, a copy of which is
filed or incorporated by reference as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and
10.6, respectively, to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 4, 2022, the Board of Directors of the Company approved changing the
Company's fiscal year end from December 31st to September 30th.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Filed or
Incorporated by Reference Furnished
Exhibit # Exhibit Description Form Date Number Herewith
10.1 Securities Purchase Filed
Agreement*
10.2 Form of Secured Filed
Convertible Promissory
Note
10.3 Form of Class A Warrants Filed
10.4 Form of Class B Warrants Filed
10.5 Form of Guaranty Filed
Agreement
10.6 Form of Registration Filed
Rights Agreement
104 Cover Page Interactive Data
File (embedded within the
Inline XBRL document)
* Certain schedules and other attachments have been omitted. The Company
undertakes to furnish the omitted schedules and attachments to the Securities
and Exchange Commission upon request.
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