Item 1.01 Entry into a Material Definitive Agreement.
Effective as of May 5, 2021, we loaned $400,000 to Fogdog Energy Solutions Inc.
pursuant to convertible promissory note. The note bears interest at a rate of 4%
per annum and comes due on May 5, 2022. The note may not be prepaid without the
written consent of our company.
In the event that, prior to the maturity date of the note, Fogdog consummates a
bona fide equity financing, with the principal purpose of raising capital
pursuant to which Fogdog issues shares of its capital stock with aggregate gross
proceeds of not less than $1,000,000, then the outstanding principal amount due
under the note, plus all accrued and unpaid interest, will automatically convert
into equity securities of Fogdog being issued in such financing at a price equal
to the lesser of (i) eighty percent (80%) of the price of the securities offered
in such financing and (ii) $2,222,222 divided by the aggregate number of
outstanding common shares of Fogdog immediately prior to such financing.
If the note has not been converted pursuant to such an equity financing prior to
the maturity date, then we may, in our sole discretion, elect to convert the
outstanding principal amount due under the note, plus all accrued and unpaid
interest, into shares at a price equal to $2,222,222 divided by the aggregate
number of outstanding common shares of Fogdog immediately prior to such
If Fogdog consummates a change of control at any time while the note remains
outstanding and prior to the date of an equity financing, we may in our sole
discretion, elect (i) be paid an amount equal to one times (1X) the outstanding
principal amount due under the note plus all accrued and unpaid interest in
cash, or (ii) be issued the equity securities that we would have received if we
have converted on the occurrence of a bona fide equity financing.
In the event that we elect not to complete a further investment into Fogdog upon
Fogdog completing the certain agreed upon deliverables and we complete an
investment of either debt or equity into a competitive green energy technology
company, then Fogdog shall have the right to request that our company deliver
the shares that it received from any conversion of this note for cancellation in
exchange for Fogdog delivering a promissory note to our company for the full
outstanding amount, which promissory note will be repayable in 60 monthly
installments and will bear interest at a rate of 8% per annum.
Our chief financial officer, secretary and treasurer, Swapan Kakumanu, is a
director, chief financial officer and a shareholder of Fogdog.
Item 7.01 Regulation FD Disclosure.
A news release dated May 5, 2021 is furnished herewith.
In accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this current report on Form 8-K, including Exhibit 99.1, is being
furnished and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject
to the liabilities of that section, and shall not be incorporated by reference
into any registration statement or other document filed under the Securities Act
of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
10.1 Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May
99.1 News Release dated May 5, 2021
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