Item 1.01. Entry into a Material Definitive Agreement.
Effective October 22, 2021, the Company entered into a securities purchase
agreement (the "SPA") with Sixth Street Lending LLC, a Virginia limited
liability company, pursuant to which the Company agreed to issue to the investor
a Convertible Promissory Note (the "Note"), dated October 19, 2021, in the
principal amount of $87,500.
The Note was funded by the investor on October 22, 2021, and on such date
pursuant to the SPA, the lender's legal expenses of $2,000 were paid, and the
lender retained $500 for due diligence expenses, with the Company receiving net
funding of $85,000. The SPA includes customary representations, warranties and
covenants by the Company and customary closing conditions. The Note matures on
October 19, 2022, and unpaid principal accrues interest at 5% per annum. The
Note is convertible into shares of the Company's common stock beginning on the
date which is 180 days from the date of the Note, at a conversion price equal to
65% multiplied by the lowest closing bid price during the 20 trading day period
ending on the last complete trading day prior to the date of 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 note carries a prepayment penalty if the note is paid off
in 180 days following the note date. The prepayment penalty is based on the
then-outstanding principal at the time of payoff, plus accrued and unpaid
interest, multiplied by 125%. After the expiration of 180 days following the
issue date, the Company shall have no right of prepayment.
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.
Item 2.03. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Securities Purchase Agreement, entered into between Good Hemp, Inc.
and Sixth Street Lending LLC, dated October 19, 2021 *
10.2 Convertible Promissory Note dated October 19, 2021, by Good Hemp,
Inc. to Sixth Street Lending LLC *
*Filed herewith.
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