OZOP ENERGY SOLUTIONS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Purchase Agreement provides that, upon the terms and subject to the
conditions and limitations set forth in the Purchase Agreement, the Company, in
its sole discretion, has the right from time to time during the term of the
Purchase Agreement, to deliver to GHS a purchase notice (a "Purchase Notice")
directing GHS to purchase (each, a "GHS Purchase") a specified number of GHS
Purchase Shares. A GHS Purchase will be made in a minimum amount of
On the first trading day after the last day of the relevant Valuation Period, the Company will cause to be delivered to GHS that number of shares of common stock that equal one hundred percent (100%) of the aggregate GHS Purchase Shares specified in the Purchase Notice.
The GHS Purchase Agreement prohibits the Company from directing GHS to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by GHS and its affiliates, would result in GHS and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock.
Events of default under the GHS Purchase Agreement include the following:
? the effectiveness of the Registration Statement lapses for any reason
(including, without limitation, the issuance of a stop order or similar order)
or such Registration Statement (or the prospectus forming a part thereof) is
unavailable to the Investor for resale of any or all of the Purchase Shares to
be issued to the Investor under the Transaction Documents;
? the suspension of the Common Stock from trading on the Principal Market for a
period of two (2) Business Days, provided that the Company may not direct the
Investor to purchase any shares of Common Stock during any such suspension;
? the delisting of the Common Stock from the OTC Pink provided, however, that
the Common Stock is not immediately thereafter trading on The NASDAQ Capital
Market, The NASDAQ Global Market, The NASDAQ Global Select Market, the New
York Stock Exchange , the NYSE American, or the OTCQB or the OTCQX operated by
the OTC Markets Group, Inc. (or any nationally recognized successor to any of
the foregoing);
? the failure for any reason by the Transfer Agent to issue Purchase Shares to
the Investor within three (3) Business Days after the applicable date on which
the Investor is entitled to receive such Purchase Shares;
? the Company breaches any representation, warranty, covenant or other term or
condition under any Transaction Document if such breach could have a Material
Adverse Effect and except, in the case of a breach of a covenant which is
reasonably curable, only if such breach continues for a period of at least
five (5) Business Days;
? if any Person or entity commences a proceeding against the Company pursuant to
or within the meaning of any Bankruptcy Law;
? if the Company, pursuant to or within the meaning of any Bankruptcy Law, (i)
commences a voluntary case, (ii) consents to the entry of an order for relief
against it in an involuntary case, (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property, or (iv) makes
a general assignment for the benefit of its creditors or is generally unable
to pay its debts as the same become due;
? a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company or for all or substantially all
of its property, or (iii) orders the liquidation of the Company; or
? if at any time the Company is not eligible to transfer its Common Stock
electronically as DWAC Shares.
So long as an Event of Default has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice.
The foregoing information is a summary of the Purchase Agreement described above, is not complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K. Readers should review the Purchase Agreement for a complete understanding of the terms and conditions of the transaction described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Purchase Agreement between the Company andGHS Investments, LLC datedApril 4, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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