Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on March 30, 2021, Integrated Ventures, Inc. (the
"Company") entered into securities purchase agreements (the "Purchase
Agreements") with two institutional investors (the "Purchasers"), for the
offering (the "Offering") of (i) 30,000,000 shares of common stock ("Shares"),
par value $0.001 per share, of the Company ("Common Stock") and (ii) common
stock purchase warrants ("Warrants") to purchase up to an aggregate of
30,000,000 shares of Common Stock, which are exercisable for a period of five
years after issuance at an initial exercise price of $0.30 per share, subject to
certain adjustments, as provided in the Warrants, with each of the Purchasers
receiving Warrants in the amount equal to 100% of the number of Shares purchased
by such Purchaser and each Share and accompanying Warrant offered at a combined
offering price of $0.30.
On September 13, 2022, the Company and one of the Purchasers entered into a
letter agreement (the "September 13 Amendment Agreement") whereby the Company
agreed to amend the terms of such Purchaser's Warrants to purchase up to 15
million shares to provide effective as of June 29, 2022 reduce the exercise
price thereof to $0.001, subject to adjustment therein, and waive the "exploding
feature" of the Anti-Dilution Provision in the Warrant that would otherwise have
effected an increase in the number of warrant shares as a result of an exercise
price reduction so as to result in the same aggregate value of the warrant
shares multiplied by the exercise price. Additionally, other than an Exempt
Issuance, as defined in the Warrants, from the date hereof until 90 days after
the date hereof, neither the Company nor any subsidiary of the Company may
issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any shares of Common Stock or Common Stock Equivalents (as defined
in the Warrants).
On September 15, 2022, the Company and the other Purchaser entered into a letter
agreement (the "September 15 Amendment Agreement") whereby the Company agreed to
amend the terms of s such Purchaser's Warrants to purchase up to 15 million
shares to provide, effective as of August 30, 2022 reduce the exercise price
thereof to $0.001, subject to adjustment therein, and waive the "exploding
feature" of the Anti-Dilution Provision in the Warrant that would otherwise have
effected an increase in the number of warrant shares as a result of an exercise
price reduction so as to result in the same aggregate value of the warrant
shares multiplied by the exercise price. Additionally, other than an Exempt
Issuance, as defined in the Warrants, from the date hereof until 90 days after
the date hereof, neither the Company nor any subsidiary of the Company may
issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any shares of Common Stock or Common Stock Equivalents (as defined
in the Warrants).
Item 1.01 of this Current Report on Form 8-K contains only a brief description
of the material terms of the Warrants, the September 13 Amendment Agreement, and
the September 15 Amendment Agreement, and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such
descriptions are qualified in their entirety by reference to the full text of
the Warrants and the Amendment Agreements, the forms of which are attached as
Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and
are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
No.
Exhibit Form of Warrant (incorporated by reference to Exhibit 4.1 of the
4.1 Company's Current Report on Form 8-K filed on April 2, 2021)
Exhibit Form of September 13 Amendment Agreement
4.2
Exhibit Form of September 15 Amendment Agreement
4.3
Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL
104 Document).
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