ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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In addition, 6,000,000 shares of Deep Green's common stock have been reserved at Transfer Online, Deep Green's transfer agent, for the Company for possible issuance upon the conversion of the Note into shares of Deep Green's common stock.
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as "expect," "intend," "believe," "will," "should," "would" or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company's ability to consummate the transaction described above and the Company's ability to satisfy the conditions under the Agreement. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Agreement, Note and other disclosures included in this Current Report on
Form 8-K are intended to provide shareholders and investors with information
regarding the terms of the Agreement and Note, and not to provide shareholders
and investors with any other factual information regarding the Company or its
subsidiaries or their respective business. You should not rely on the
representations and warranties in the Agreement and Note or any descriptions
thereof as characterizations of the actual state of facts or condition of the
Company or any of its subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change
after the date of the Agreement and Note, which subsequent information may or
may not be fully reflected in the Company's public disclosures. Other than as
disclosed in this Current Report on Form 8-K, as of the date of this Current
Report on Form 8-K, the Company is not aware of any material facts that are
required to be disclosed under the federal securities laws that would contradict
the representations and warranties in the Agreement and Note. The Company will
provide additional disclosure in its public reports to the extent that it is
aware of the existence of any material facts that are required to be disclosed
under federal securities laws and that might otherwise contradict the
representations and warranties contained in the Agreement and Note and will
update such disclosure as required by federal securities laws. Accordingly, the
Agreement and Note should not be read alone, but should instead be read in
conjunction with the other information regarding the Company and its
subsidiaries that has been, is or will be contained in, or incorporated by
reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit Document Description 10.1 Consulting Agreement betweenSylios Corp and Deep Green Waste & Recycling, Inc. dated as ofDecember 16, 2019 10.2 Securities Purchase Agreement betweenSylios Corp and Deep Green Waste & Recycling, Inc. dated as ofJanuary 13, 2020 10.3 Convertible Promissory Note betweenSylios Corp and Deep Green Waste & Recycling, Inc. dated as ofJanuary 13, 2020 10.4 Common Stock Purchase Warrant Agreement betweenSylios Corp and Deep Green Waste & Recycling, Inc. dated as ofJanuary 13, 2020 10.5 Registration Rights Agreement betweenSylios Corp and Deep Green Waste & Recycling, Inc. dated as ofJanuary 13, 2020
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