Item 1.01. Entry into a Material Definitive Agreement.
On July 25, 2022, Cruzani, Inc. (the "Company") entered into a Securities
Purchase Agreement (the "SPA") and warrant to purchase 1,500,000,000 shares (the
"Warrant"), each convertible into shares of common stock of the Company (the
"Common Stock") with an institutional investor (the "Investor") in connection
with the issuance of a convertible note of the Company in favor of the Investor
in the aggregate principal amount of $165,000.00 (the "Note").
The Note bears interest at the rate of 12% per annum and has a maturity date of
June 15, 2023. In the event of a qualifying public offering of common stock by
the Company prior to the maturity date, the Note shall be immediately payable
from certain proceeds such offering.
The Warrant has a seven-year term from the date of issuance, is exercisable from
the date of issuance, and includes "full-rachet" anti-dilution protection.
Item 9.01. Financial Statements and Exhibits.
Exhibits
99.1 Secured Convertible Promissory Note
99.2 Securities Purchase Agreement by and between the Company and Investor
99.3 Common Stock Purchase Warrant
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