Item 1.01 Entry into a Material Agreement
On August 3, 2021 (the "Issue Date"), Bridgeway National Corp. ("Bridgeway,"
"us," "our" or the "Purchaser") entered into a convertible promissory note (the
"Promissory Note") with Nevly Holdings Corp. ("Nevly" or the "Corporation")
pursuant to which the Corporation entered into a promissory note purchase
agreement (the "Purchase Agreement") with Bridgeway, pursuant to which Bridgeway
purchased from the Corporation (i) 9% convertible promissory notes of the
Company in an aggregate principal amount of $500,000.00 (together with any
note(s) issued in replacement thereof or as a dividend thereon or otherwise with
respect thereto in accordance with the terms thereof, the "Notes", and each, a
"Note"), convertible into shares (the "Conversion Shares") of common stock of
the Corporation (the "Common Stock"). The maturity date of the Notes shall be on
that day that is twelve (12) months after the Issue Date (the "Maturity Date")
and is the date upon which the principal amount of the Notes, as well as all
accrued and unpaid interest and other fees, shall be due and payable.
Under the terms of the Notes, the Purchaser shall fund the payment for the Notes
in tranches with the first tranche due within ten (10) business days of the
Issue Date (the "Initial Tranche Funding Date") and in an amount equal to
$200,000 (the "Initial Tranche Amount") and each successive tranche (each a
"Tranche Funding Date") shall be funded by the Purchaser within five (5)
business days of receiving written request from the Corporation provided that
each subsequent request shall be in an amount equal to or greater than $100,000.
The Purchaser shall have the right at any time on or after the nine month
anniversary of the Issue Date (the "Conversion Date"), to convert (a
"Conversion") all or any part of the outstanding and unpaid principal amount and
accrued and unpaid interest of the Notes, and any other amounts owed under the
Notes, into fully paid and non-assessable shares of Common Stock, or any shares
of capital stock or other securities of the Corporation into which such Common
Stock shall hereafter be changed or reclassified at the Conversion Price (as
defined below). The "Conversion Price" per share shall be an amount equal to
$25.00 per share. The Corporation is a fintech company focused on delivering
financial literacy, credit repair and wealth management products to consumers in
a comprehensive, easy-to-use format. The Corporation's mission is the education
of consumers through the delivery of value-added financial literacy and wealth
management products that are designed to build strong financial habits. The
Corporation's digital products provide consumers with access to credit repair
and budget building tools; credit, lending and other money saving products as
well as tailored wealth management services.
The foregoing description of the terms and conditions of the Purchase Agreement
and the Convertible Promissory Note are qualified in their entirety by reference
to the applicable document, copies of which are filed as Exhibit 10.1 and
Exhibit 10.2, respectively, to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Promissory Note Purchase Agreement dated August 2, 2021, between
Bridgeway National Corp. and Nevly Holdings Corp.
10.2 Convertible Promissory Note dated August 2, 2021, issued by Nevly
Holdings Corp. to Bridgeway National Corp.
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