PHONEBRASIL INTERNATIONAL INC : Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sale of Equity Securities.

From October 25, 2021 through November 12, 2021, PhoneBrasil International, Inc. (the "Company") entered into a Securities Purchase Agreement ("SPA") with seven accredited investors in connection with the sale of an additional aggregate of $625,000 principal amount 8% Secured Convertible Promissory Notes (the "Notes") and five-year warrants to purchase shares of common stock at an exercise price of $1.9032 per share (the "Warrants"). The proceeds shall be used for working capital.

The terms of the SPA, Notes and Warrants, and related Security Agreement, Guaranty Agreement and Registration Rights Agreement were previously disclosed on Form 8-K filed on October 12, 2021.

As previously disclosed, Westpark Capital, LLC (the "Placement Agent") served as placement agent under the private placement and will receive a cash commission in the amount of 9% of the gross proceeds sold. Furthermore, the Placement Agent will be entitled to receive five-year warrants (the "Placement Agent Warrants") to purchase such number of shares of common stock as are equal to 9% of the aggregate number of shares of common stock underlying the Notes. The Placement Agent Warrants will have an exercise price of $110% of the applicable Warrant exercise price.

The issuances of the Notes and the Warrants are exempt from registration under Section 4(a)(2) and Rule 506(c) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the "Securities Act"), as transactions by an issuer not involving any public offering.

The foregoing description of the terms of the SPA, the Notes, the Warrants, the Security Agreement, Guaranty Agreement and Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Note, the form of Warrant, form of Security Agreement, form of Guaranty Agreement and form of Registration Rights Agreement, a copy which is filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to the Form 8-K filed on October 12, 2021and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



                                                                                           Filed or
                                                             Incorporated by Reference     Furnished
Exhibit #               Exhibit Description                Form        Date       Number   Herewith
  10.1        Securities Purchase Agreement                 8-K      10/12/21     10.1
  10.2        Form of Secured Convertible Promissory        8-K      10/12/21      10.2
            Note
  10.3        Form of Warrant                               8-K      10/12/21      10.3
  10.4        Form of Security Agreement                    8-K      10/12/21      10.4
  10.5        Form of Guaranty Agreement                    8-K      10/12/21      10.5
  10.6        Form of Registration Rights Agreement         8-K      10/12/21      10.6
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)




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