Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2021, Pacific Ventures Group, Inc. (the "Corporation") entered
into a Securities Purchase Agreement (the "Agreement") with an accredited
investor (the "Investor"). Pursuant to the terms of the Agreement, the Investor
purchased a $330,000 face amount promissory note ("Note") and warrant to
purchase 2, 200,000 shares of Corporation common stock ("Warrant") from the
Company for a purchase price of $300,000. The Note bears a 12 month term and any
remaining unpaid balance at the end of the term is subject to interest at the
rate of 18% per year. The Note is convertible at a price of $.04 per share
except that if the Corporation's common stock is listed on Nasdaq("Uplist")
within 180 days of the date of the Note, then the conversion price is equal to
75% of the per share offering price of a share of common stock in any secondary
offering in conjunction with the Uplist (or 70% if a unit offering). The
Agreement and Note carry customary market events of default and covenants. The
Warrant has a five year term and an exercise price of $0.15 per share except if
there is an Uplist, then the exercise price shall be 125% of the per share or
per unit offer price in any offering in conjunction with the Uplist. The Warrant
carries exercise price protection on the Warrant exercise price for any
offerings at a price less than the Warrant exercise price then in effect and
standard pro rata antidilution for stock splits and the like.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement attached as an exhibit hereto.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 above.
Item 9.01 Exhibits.
Exhibit No. Description
10.1 Securities Purchase Agreement
10.2 Note
10.3 Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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