Item 1.01. Entry into a Material Definitive Agreement.
Compton Stock Purchase Agreement
On
Pursuant to the terms of the Compton SPA, the Company agreed to sell, and
The foregoing description of the Compton SPA does not purport to be complete and is qualified in its entirety by reference to the Compton SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Diagonal Lending Securities Purchase Agreement & Convertible Note
On
On
Diagonal Lending has the right from time to time, and at any time following
The Diagonal Lending Note may be prepaid; provided, however, that if the Company exercises its right to prepay, the Company will make payment to Diagonal Lending of an amount in cash equal to the percentage as set forth in the table below, multiplied by the sum of: (w) the then outstanding principal amount of the Diagonal Lending Note, plus (x) accrued and unpaid interest on the unpaid principal amount of the Diagonal Lending Note, plus (y) default interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) certain other amounts owed to Diagonal Lending pursuant to the terms of the Diagonal Lending Note.
Prepayment Period Prepayment PercentageMay 31, 2022 toJuly 30, 2022 120%July 31, 2022 toOctober 28, 2022 125%October 29, 2022 toNovember 27, 2022 130%
After
The foregoing description of the Diagonal Lending SPA and the Diagonal Lending Note does not purport to be complete and is qualified in its entirety by reference to the Diagonal Lending SPA and the Diagonal Lending Note, copies of which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and which are incorporated herein by reference.
China Energy Partners Note Amendment
On
On
The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Note Amendment, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and which is incorporated herein by reference.
PIP North America ILO and Multi-Agreement
On
1. The Company agreed to provide PIP the exclusivity to list the first initial
license offering ("ILO") for a minimum of 90 days. PIP can mutually agree to
allow the Company to list another ILO during this period and PIP will receive
50% of gross revenues.
2. PIP will not pay any listing fee for its first three ILOs, and the Company
will provide free consulting services to help structure the ILOs.
3. The Company agreed to provide services necessary from Super How for the
customization of the HyFi technology for the first three PIP ILOs, including
smart contracts for each listing.
4. The Company agreed to provide, at the Company's cost,
anti-money laundering (AML) and know your customer (KYC) services, including processing of the payments, conversion of tokens to fiat currency for the use by the ILO issuer and all other services necessary for any ILOs, projects or bridge loans that PIP agrees to list on HyFi marketplaces to raise capital.
5. The Company agreed to provide PIP with Exclusive License options for . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Stock Purchase Agreement, datedMarch 5, 2022 , by and between the registrant andClarke Compton . 10.2 Securities Purchase Agreement, datedMay 31, 2022 , by and between the registrant and 1800Diagonal Lending LLC . 10.3 Convertible Promissory Note, datedMay 31, 2022 , issued by the registrant in favor of 1800Diagonal Lending LLC . 10.4 Addendum and Amendment of Promissory Note, datedJune 22, 2022 , by and between the registrant andChina Energy Partners, LLC . 10.5 ILO and Multi-Agreement, dated as ofJune 26, 2022 , by and between the registrant andPIP North America Inc. 99.1 Press release of the registrant datedJune 29, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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