Item 3.02 Unregistered Sales of Equity Securities
Amendment to Securities Purchase Agreement and Convertible Promissory Note
On January 9, 2020 Trident Brands, Inc. ("we", "us", "our" the "Company") and
Fengate Trident LP ("Purchaser") entered into an Amendment to Convertible
Promissory Notes Agreement (the "Amendment") to amend the terms of certain
convertible promissory notes issued pursuant to a Securities Purchase Agreement
by and between the Company and the Purchaser dated September 26, 2016 and
previously amended on November 30, 2018 and March 11, 2019. The Amendment
affects the convertible notes issued February 5, 2015 (US$1,800,000), May 14,
2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000)
and May 16, 2018 (US$1,500,000), respectively (collectively the "2016 Notes").
Pursuant to the Amendment, the Purchaser has agreed to convert all of the 2016
Notes on or before the earlier to occur of (i) the Maturity Date of the 2016
Convertible Notes and (ii) the Company raising new equity investment of not less
than US$2,000,000, on terms mutually acceptable to the Purchaser and the Company
(subject to the Purchaser's regulatory considerations). Conversion of the 2016
Notes will occur in a single conversion transaction at a price that is equal to
a 25% discount to the average closing price of the Company's common stock for
the 10 trading days immediately prior to the conversion date, with the exact
structure of the conversion to be determined by the parties.
The Amendment also amends the outstanding convertible notes issued to the
Purchaser on November 30, 2018 (US$3,400,780), April 13, 2019 (US$2,804,187) and
November 6, 2019 (US$3,795,033) respectively (collectively the "Amended SPA
Notes"). Maturity of the Amended SPA Notes has been deferred to December 1,
2021. It was further agreed that interest on the Amended SPA Notes will accrue
as at July 1, 2020 and be payable upon maturity.
Item 9.01 Financial Statements and Exhibits
10.1* Amendment To Convertible Promissory Notes dated January 9, 2020
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*Filed herewith
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