Item 1.01 Entry into a Material Definitive Agreement
On
Each tranche of the investment will bear interest at an annual rate of ten
percent (10%) and will be repayable after two years. Each tranche of the
investment will be convertible at any time into shares of the Company's Common
Stock at a conversion price equal to the lower of (a)
As part of the transaction, the Company will issue to the Investor warrants to
purchase an aggregate of 18,333,333 shares of Common Stock, at an exercise price
equal to
The Company has undertaken to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of the closing.
The SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor's right to convert the convertible debentures into shares of common stock.
A copy of the SPA, the form of the convertible debentures, and the form of the warrants are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the terms and conditions of the SPA, the convertible debentures, and the warrant are qualified in their entirety by reference to the full text of the SPA the convertible debentures, and the warrant.
The Company will be issuing the convertible debentures and the warrant under the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933. We expect that any issuance of shares of common stock pursuant to the terms of the convertible debentures and the warrants will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and regulations promulgated thereunder. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Investor had adequate access, through their relationships with us, to information about us.
The shares of common stock to be issued in the event of conversion of the
convertible debentures and upon exercise of the warrants will not be registered
under the Securities Act, or any state securities laws, and may not be offered
or sold in
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are filed as part of this Report.
Exhibit Number Description 10.1 Securities Purchase Agreement, datedSeptember 3, 2020 , betweenSamsara Luggage, Inc. andYAII PN, Ltd. 10.2 Form of Convertible Debenture 10.3 Form of Warrant to Purchase Common Stock 2
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