Item 1.01 Entry into a Material Definitive Agreement
On
The maturity date of the Note is
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.
We have the right to prepay the Note within 60 days of the issuance date at a premium of 120% of all amounts owed to Purchaser and at a premium of 135% if prepaid more than 61 days but less than 120 days following the issuance date, and at a premium of 145% if prepaid more than 121 days but less than 180 days. We have no right to prepay the Note more than 180 days after the issuance date.
The foregoing description of the Securities Purchase Agreement, the Note, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Securities Purchase Agreement, the Note and the Registration Rights Agreement which are included in this Current Report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement 10.2 10% Convertible Redeemable Note 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 2
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