Item 1.01 Entry into a Material De?nitive Agreement.
On
The Equity Financing Agreement grants the Company the right, from time to time
at its sole discretion (subject to certain conditions) during the Contract
Period, to direct GHS to purchase shares of Common Stock on any business day (a
"Put"), provided that at least ten trading days has passed since the most recent
Put. The Purchase Price of the Put shall be eighty percent (80%) percent of the
traded price of the Common Stock during the ten (10) consecutive Trading Days
preceding the relevant Trading Day on which GHS receives a Put Notice.
Following an up-list of the Company's Common Stock to the NASDAQ or equivalent
national exchange, the Purchase Price shall be ninety percent (90%) of the
Market Price, subject to a floor price of
The maximum dollar amount of each Put will not exceed five hundred thousand
dollars (
The Company will pay a fee of 2% of the gross proceeds the Company receives from
sales of common stock under the Purchase Agreement, to
The Equity Financing Agreement, Placement Agent Agreement and the Registration
Rights Agreement contain customary representations, obligations, rights,
warranties, agreements and conditions of the parties. The Equity Financing
Agreement terminates upon any of the following events: when GHS has purchased an
aggregate of
Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
This current report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
2
The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30 days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed.
The foregoing descriptions of the Equity Financing Agreement, Placement Agent Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.01 and 10.02, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are filed as Exhibits:
Exhibit Description 10.1 Equity Financing Agreement betweenSinglepoint Inc. andGHS Investments, LLC datedJanuary 26, 2023 . 10.2 Registration Rights Agreement betweenSinglepoint Inc. andGHS Investments, LLC datedJanuary 26, 2023 . 10.3 Placement Agent Agreement betweenSinglepoint Inc. andIcon Capital Group, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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