Item 1.01 Entry into Material Definitive Agreement
Driven Deliveries, Inc. (the "Company") entered into a Fixed Convertible
Promissory Note (the "Note") to Ambria Investors, LP (the "Holder") on July 28,
2020 in the principal amount of $1,050,000 and received initial gross proceeds
of $750,000 (which funds were received by the Company on July 30, 2020) and
$37,500 was retained by the Holder of the Note through an original issue
discount. The Note has an original issue discount ("OID") of 5% on an additional
consideration paid by the Holder. The Holder may pay additional consideration
plus the prorated 5% OID to the Company in such amounts and at such dates as
Holder may choose in its sole discretion. The principal sum due to the Holder
shall be prorated based on the consideration actually paid by the Holder plus
the 5% OID, such that the Company is only required to repay the amount funded
and the Company is not required to repay any unfunded portion of the Note. The
Note has an interest rate of 8% provided that in case of an Event of Default (as
defined in the Note) additional interest will accrue from the date of the Event
of Default at the rate equal to the lower of 10% per annum or the highest rate
permitted by law. The Note contains customary defaults provisions.
Pursuant to the Note the Company is to issue the Holder 100, 000 shares of the
Company's common stock. Additionally, In the event the average of the 3 volume
weighted average prices for the Company's common stock, as quoted on the
principal market, (the average of such lowest volume weighted prices being
herein referred to as, the "True-up Price") during the 3 consecutive trading
days immediately preceding the date which is the 180th day following the
effective date of the note (the "True- up Pricing Period") is less than $.50 per
share, then the Holder shall be entitled, and the Company shall issue to the
Holder, additional shares of the Company's Common Stock (the "True-up Shares"),
and, together with the Initial Origination Shares, the "Origination Shares")
equal to the quotientobtained by dividing [(B-A)*(X)] by (A):
(A) = the True Up Price (B) = $.50
(X) = the Initial Origination Shares (100,000)
The Note is convertible into shares of the Company's common stock at $.50 per
share subject to the ownership limitation set forth in the Note.
The Note was offered and sold pursuant to an exemption from the registration
requirements under Section 4(a)(2) of the Securities Act since, among other
things, the transactions did not involve a public offering..
A copy of the form of the Note is attached as an exhibit to this Current Report.
The foregoing description of the material terms of the Note is qualified in
their entirety by reference by such exhibits.
Item 2.03 Creation of a Direct Financial Obligation
The information set forth under Item 1.01 is incorporated in its entirety herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 is incorporated in its entirety herein
by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2020 Chris DeSousa resigned as a Director of Driven Deliveries, Inc.,
effective immediately. Mr. DeSousa's resignation was not the result of any
dispute or disagreement with Company or the Company's board of Directors on any
matter relating to the operations, policies or practices of the Company.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibit No. Description
10.1 8% Fixed Convertible Promissory Note
1
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