Item 1.01. Entry
into a Material Definitive Agreement.
On
December 13, 2019, the Registrant entered into an agreement with Labrys Fund, LP to sell a convertible note (the “Labrys
Note”) of the Company, in the form attached herewith, in the aggregate principal amount of $254,000.00. The Labrys Note
has a maturity date of December 13, 2020 and carries 6% annual interest.
The
conversion price under the Labrys Note is 65% multiplied by the market price of the Registrant’s Common Stock representing
a discount rate of 35%. The reserved number of shares exercisable upon conversion of the Labrys Note will be initially 625,000
shares, provided that the holder of the Labrys Note may not become more than a 4.99% holder of the outstanding shares of Common
Stock of the Registrant, all as defined, qualified and more fully described in the agreement and in the Labrys Note filed herewith,
and subject to regulatory approvals.
On
December 16, 2019, the Registrant entered into an agreement with Crown Bridge Partners LLC to sell a convertible note (the
“Crown Bridge Note”) of the Company, in the form attached herewith, in the aggregate principal amount of $50,750.00.
The Crown Bridge Note has a maturity date of December 16, 2020 and carries 6% annual interest.
The
conversion price under the Crown Bridge Note is 65% multiplied by the market price of the Registrant’s Common Stock representing
a discount rate of 35%. The reserved number of shares exercisable upon conversion of the Crown Bridge Note will be initially 250,000
shares, provided that the holder of the Crown Bridge Note may not become more than a 4.99% holder of the outstanding shares of
Common Stock of the Registrant, all as defined, qualified and more fully described in the agreement and in the Crown Bridge Note
filed herewith, and subject to regulatory approvals.
On
December 18, 2019, the Registrant entered into an agreement with Morningview Financial, LLC to sell a convertible note (the “Morningview
Note”) of the Company, in the form attached herewith, in the aggregate principal amount of $156,750.00. The Morningview
Note has a maturity date of December 18, 2020 and carries 6% annual interest.
The
conversion price under the Morningview Note is 65% multiplied by the market price of the Registrant’s Common Stock representing
a discount rate of 35%. The reserved number of shares exercisable upon conversion of the Morningview Note will be initially 500,000
shares, provided that the holder of the Morningview Note may not become more than a 4.99% holder of the outstanding shares of
Common Stock of the Registrant, all as defined, qualified and more fully described in the agreement and in the Morningview Note
filed herewith, and subject to regulatory approvals.
