Item 1.01. Entry into a Material Definitive Agreement.
Closing of Securities Purchase Agreement
As previously reported by
Note Purchase Agreement
On
The Note is guaranteed by the Company and its subsidiaries. The Note and the guarantees are secured by a pledge of substantially all of the assets of the Company and the guarantors.
As part and parcel of the foregoing transaction, each of the Investors was
issued 2,298,852 shares of common stock as Commitment shares and a warrant (the
"Warrant") granting the holder the right to purchase up to 66,666,667 shares of
the Company's common stock at an exercise price of
The Company agrees to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA.
The NPA, Note, Security Agreement, Warrant and Promissory Note (collectively, the "Transactional Documents") include customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions.
The foregoing descriptions of the Transactional Documents do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Transactional Documents, which are filed as, respectively, Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02. Unregistered Sales of
Item 1.01 is hereby incorporated by reference.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note and Conversion Shares were not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
2 Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as "expect," "intend," "believe," "will," "should," "would" or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company's ability to consummate the transaction described above. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Transactional Documents and other disclosures included in this Current
Report on Form 8-K are intended to provide shareholders and investors with
information regarding the terms of the Transactional Documents, and not to
provide shareholders and investors with any other factual information regarding
the Company or its subsidiaries or their respective business. You should not
rely on the representations and warranties in the Transactional Documents or any
descriptions thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations and warranties
may change after the date of the Transactional Documents, which subsequent
information may or may not be fully reflected in the Company's public
disclosures. Other than as disclosed in this Current Report on Form 8-K, as of
the date of this Current Report on Form 8-K, the Company is not aware of any
material facts that are required to be disclosed under the federal securities
laws that would contradict the representations and warranties in the
Transactional Documents. The Company will provide additional disclosure in its
public reports to the extent that it is aware of the existence of any material
facts that are required to be disclosed under federal securities laws and that
might otherwise contradict the representations and warranties contained in the
Transactional Documents and will update such disclosure as required by federal
securities laws. Accordingly, the Transactional Documents should not be read
alone, but should instead be read in conjunction with the other information
regarding the Company and its subsidiaries that has been, is or will be
contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q,
Forms 8-K, proxy statements, registration statements and other documents that
the Company files with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Note Purchase Agreement Deep Green Waste & Recycling, Inc. , BHPCapital NY Inc. andQuick Capital, LLC 10.2 Secured Convertible Promissory Note betweenDeep Green Waste & Recycling, Inc. andBHP Capital NY Inc. 10.3 Secured Convertible Promissory Note betweenDeep Green Waste & Recycling, Inc. andQuick Capital, LLC 10.4 Security Agreement betweenDeep Green Waste & Recycling, Inc. andBHP Capital NY Inc. 10.5 Security Agreement betweenDeep Green Waste & Recycling, Inc. andQuick Capital, LLC 10.6 Common Stock Purchase Warrant Agreement betweenDeep Green Waste & Recycling, Inc. andBHP Capital NY Inc. 10.7 Common Stock Purchase Warrant Agreement betweenDeep Green Waste & Recycling, Inc. andQuick Capital, LLC 10.8 Promissory Note betweenDeep Green Waste & Recycling, Inc. andJereny D. Lyell 3
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