Item 1.01 Entry into a Material Definitive Agreement.





Debt Financing

Effective January 15, 2020, Appiphany Technologies Holdings Corp. (the "Company") entered into a Securities Purchase Agreement dated January 14, 2020 ("Purchase Agreement") with GHS Investments, LLC ("GHS"). In conjunction with the Purchase Agreement, the Company has signed a Convertible Promissory Note for $35,000 (the "Note"). The Note contains an interest rate of ten percent (10%) per annum and has a maturity date of nine months following the date the funds are received. The amounts due under the Note are convertible at any time prior to the Maturity Date at a rate of 60% of the market price on the date prior to the execution of the Note.

A form of the Purchase Agreement and Note are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.




               Item 3.02   Unregistered Sales of Equity Securities.

The information regarding the Subscription Agreement and the purchase of the Shares set forth in Item 1.01 is incorporated by reference into this Item 3.02.




                  Item 9.01   Financial Statements and Exhibits.

Exhibits. The following exhibits are being filed herewith:





               Exhibit Number
                                  Description of Exhibits
                   10.1
                                    Securities Purchase Agreement.
                   10.2
                                    Convertible Promissory Note  .

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