Item 1.01 Entry into a Definitive Material Agreement.
On April 12, 2021, E-Waste Corp., a Florida corporation (the "Company"), entered
into subscription agreements (each, a "Subscription Agreement") with three
"accredited investors" (the "Subscribers"), pursuant to which the Company sold
the Subscribers a total of 2,500,000 units of the Company's securities (the
"Units"), at a purchase price of $1.00 per Unit, for gross proceeds to the
Company of $2,500,000 (the "Offering"). Each Unit consists of one (i) share (the
"Shares") of the Company's common stock, par value $0.0001 per share ("Common
Stock"), and (ii) a warrant to purchase two additional shares of the Company's
Common Stock (the "Warrant Shares") until January 31, 2023, at an exercise price
of $4.50 per share (the "Warrants"). The Company intends to utilize the net
proceeds from the sales of the Units for working capital, general corporate
purposes, and to seek, investigate and, if such investigation warrants, engage
in a business combination with a private entity whose business represents an
opportunity for our shareholders.
Pursuant to the Subscription Agreement, the Company granted the Subscribers
piggyback registration rights with respect to the Shares and Warrant Shares (the
"Registrable Securities"). The Subscribers were also given demand registration
rights with respect to the Registrable Securities, to commence if and when the
Company consummates a business combination with a private entity. In addition,
the Company agreed not to take certain actions without the express written
consent of one of the Subscribers, including any change in management or to the
board of directors, change the Company's independent public accountant,
incurrence of any expense over $50,000, or any other material actions.
The foregoing descriptions of the Subscription Agreement and the Warrant are not
complete and are qualified in their entirety by reference to the full text of
the forms of the Subscription Agreement and the Warrant, copies of which are
attached hereto as Exhibits 10.1 and 4.1, respectively, and incorporated herein
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 above, which
disclosure is incorporated herein by reference.
The Shares and Warrants were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as
amended (the "Securities Act") and/or Rule 506 of Regulation D promulgated
thereunder. At the time of their issuance, the Shares and the Warrants were
deemed to be restricted securities for purpose of the Securities Act and will
bear restrictive legends to that effect.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
4.1 Form of Warrant
10.1 Form of Subscription Agreement
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