Item 1.01 Conclusion of a Material Definitive Agreement.
The maturity date of the note is
and ending on the due date and on the later Default Amount payment date (as defined below) is paid in the event of default, for the common shares of the Company at the then applicable conversion price. . The conversion price of the Note will be equal to the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company in respect of the securities. of the Company or the securities of any subsidiary of the Company, mergers, recapitalizations, reclassifications, exceptional distributions and similar events). The âVariable Conversion Priceâ means 65% multiplied by the market price (as defined herein) (representing a discount rate of 35%). âMarket Priceâ means the average of the three (3) lowest trading prices (as defined below) for the Common Shares during the ten (10) trading day period ending on the last day of trading. full negotiation before the conversion date. âTrading Priceâ means, for any security on any date, the closing bid price on the electronic quotation system OTCQB, OTCQX, Pink Sheets or on the applicable trading market (the âOTCâ), as reported by a reliable reporting service designated by Geneva (e.g. Bloomberg) or, if the OTC is not the main trading market for that security, the closing bid price for that security on the main stock exchange or the trade where that security is listed or traded or, if no closing bid price for that security is available in any of the aforementioned ways, the average of the closing bid prices of all market makers for that security that are listed in the “Pink leaves”. Notwithstanding the foregoing, Geneva will be precluded from making a conversion if such conversion, together with other ordinary shares of the Company beneficially owned by Geneva and its affiliates, exceeds 4.99% of the outstanding ordinary shares of the Company. Society.
The ticket can be prepaid up to 180 days from the date of issue. If the note is prepaid within 60 days of the date of issue, then the prepayment premium will be 110% of the face amount plus accrued interest, if prepaid after 60 days from the date issue, but less than 91 days from the date of issue, then the prepayment premium will be 115% of the face amount plus accrued interest, if prepaid after 90 days from the date issue, but less than 121 days from the date of issue, then the prepayment premium will be 120% of the face amount plus any accrued interest, if prepaid after 120 days from the date of issue, but less than 151 days from the date of issue, then the prepayment premium will be 125% of the face amount plus accrued interest, and if prepaid after 150 days from from issue date of issue, but less than 181 days rs after the issue date, the early redemption premium will be 129% of the nominal amount plus accrued interest. As long as the ticket is in circulation, the Company undertakes not, without the prior written consent of Geneva, to sell, lease or otherwise dispose of all or substantially all of its assets outside the ordinary course of business. which would make the Company a “shell company” as that term is defined in Rule 144. In accordance with the terms of the Purchase Agreement, the Company paid Geneva fees and expenses for the total amount of
Except as described above, the Note contains certain events of default, including failure to issue shares in a timely manner upon receipt of a conversion notice, as well as certain events of default. customary practices, including, but not limited to, breach of covenants, representations or guarantees, insolvency, bankruptcy, liquidation and failure of the Company to pay principal and interest due under the Note. Other events of default include, among others: (i) failure to reserve at least five times the number of shares that can be issued upon full conversion of the Security; (ii) bankruptcy, insolvency, reorganization or liquidation or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any debtor relief law will be instituted by or against the Company or any subsidiary of the Company; provided that, in the event that such an event is triggered without the consent of the Company, the Company has sixty (60) days after the triggering of such event to acknowledge such event, (iii) the failure of the Company to maintain the listing of ordinary shares on at least one of the over-the-counter markets (which includes in particular the listing platforms managed by OTC Markets Group) or an equivalent replacement stock exchange, on
In the event that the Company does not deliver to Geneva the ordinary shares that may be issued upon conversion of the principal or interest under the Note within three working days following a conversion notice by Geneva, the Company will 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 under the Note, an amount equal to 150% of an amount equal to the amount of the outstanding principal on the note plus any interest accrued on such event of default or prior events of default (the âDefault Amountâ). . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement by a Registrant.
The information set out in section 1.01 above is incorporated herein by reference.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits: Exhibit No. Description 4.1* 8% Convertible Promissory Note, dated
August 19, 2021, issued by the Company to Geneva Roth Remark Holdings, Inc.10.1* Securities Purchase Agreement, dated August 19, 2021, by and between the Company and Geneva Roth Remark Holdings, Inc.
* Filed herewith
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