Item 1.01 Entry into a Material Definitive Agreement.

Effective January 19, 2021, Forza Innovations Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with ONE44 Capital LLC ("ONE44"), pursuant to which ONE44 purchased a convertible promissory note (the "Note") from the Company in the aggregate principal amount of $160,000, such principal and the interest thereon convertible into shares of the Company's common stock at the option of ONE44. The Company intends to use the net proceeds ($144,000) from the Note for general working capital purposes. The Note contains an original issue discount amount of $8,000 and legal fees payable to ONE44's legal counsel of $8,000.

The maturity date of the Note is January 13, 2023 (the "Maturity Date"). The Note shall bear interest at a rate of 10% per annum, which interest may be paid by the Company to ONE44 in shares of common stock, but shall not be payable until the Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described in the Note. ONE44 has the option to convert all or any amount of the principal face amount of the Note, after the sixth month anniversary of the Note, and ending on the later of the Maturity Date and the date of payment of the Default Amount, as defined in the Note, is paid if an event of default occurs, for shares of the Company's common stock at the then-applicable conversion price.

The conversion price for the Note shall be equal to the Conversion Price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company's securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Conversion Price" shall mean 60% multiplied by the lowest trading price of the Company's common stock as reported on the OTC Markets. Notwithstanding the foregoing, ONE44 shall be restricted from effecting a conversion if such conversion, along with other shares of the Company's common stock beneficially owned by ONE44 and its affiliates, exceeds 4.99% of the outstanding shares of the Company's common stock.

The foregoing description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference to the text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated in this Item 1.01 by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement by a Registrant

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.





2







Item 9.01 Exhibits



(d)  Exhibits



Exhibit Number Description of Exhibit
10.1             Securities Purchase Agreement with ONE44 Capital, LLC
10.2             10% Promissory Note of ONE44 Capital, LLC




3

© Edgar Online, source Glimpses