Item 1.01 Entry into a Material Definitive Agreement.
On
The maturity date of the Note is
The Note may be prepaid until 180 days from the issuance date. If the Note is
prepaid within 60 days of the issuance date, then the prepayment premium shall
be 110% of the face amount plus any accrued interest, if prepaid after 60 days
from the issuance date, but less than 91 days from the issuance date, then the
prepayment premium shall be 115% of the face amount plus any accrued interest,
if prepaid after 90 days from the issuance date, but less than 121 days from the
issuance date, then the prepayment premium shall be 120% of the face amount plus
any accrued interest, if prepaid after 120 days from the issuance date, but less
than 151 days from the issuance date, then the prepayment premium shall be 125%
of the face amount plus any accrued interest, and if prepaid after 150 days from
the issuance date, but less than 181 days from the issuance date, then the
prepayment premium shall be 129% of the face amount plus any accrued interest.
So long as the Note is outstanding, the Company covenants not to, without prior
written consent from Geneva, sell, lease or otherwise dispose of all or
substantially all of its assets outside the ordinary course of business which
would render the Company a "shell company" as such term is defined in Rule 144.
Pursuant to the terms of the Purchase Agreement, the Company paid Geneva's fees
and expenses in the aggregate amount of
Other than as described above, the Note contains certain events of default,
including failure to timely issue shares upon receipt of a notice of conversion,
as well as certain customary events of default, including, among others, breach
of covenants, representations or warranties, insolvency, bankruptcy, liquidation
and failure by the Company to pay the principal and interest due under the Note.
Additional events of default shall include, among others: (i) failure to reserve
at least five times the number of shares issuable upon full conversion of the
Note; (ii) bankruptcy, insolvency, reorganization or liquidation proceedings or
other proceedings, voluntary or involuntary, for relief under any bankruptcy law
or any law for the relief of debtors shall be instituted by or against the
Company or any subsidiary of the Company; provided, that in the event such event
is triggered without the Company's consent, the Company shall have sixty (60)
days after such event is triggered to discharge such event, (iii) the Company's
failure to maintain the listing of the common stock on at least one of the OTC
markets (which specifically includes the quotation platforms maintained by the
OTC Markets Group) or an equivalent replacement exchange, the
In the event that the Company fails to deliver to Geneva shares of common stock
issuable upon conversion of principal or interest under the Note within three
business days of a notice of conversion by Geneva, the Company shall incur a
penalty of
Upon the occurrence and during the continuation of certain events of default, the Note will become immediately due and payable and the Company will pay Geneva, in full satisfaction of its obligations in the Note an amount equal to 150% of an amount equal to the then outstanding principal amount of the Note plus any interest accrued upon such event of default or prior events of default (the "Default Amount"). . . .
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement by a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 4.1* 8% Convertible Promissory Note, datedMarch 16, 2021 , issued by the Company toGeneva Roth Remark Holdings, Inc. 10.1* Securities Purchase Agreement, datedMarch 16, 2021 , by and between the Company andGeneva Roth Remark Holdings, Inc.
* Filed herewith
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