Item 1.01 Entry into a Material Definitive Agreement.
Effective
The Note carries "Guaranteed Interest" on the principal amount at the rate of
10% per annum for the twelve-month term of the Note for an aggregate Guaranteed
Interest
Upon an Event of Default (as such term is defined in the Note) or if the Company has an effective Regulation A Offering Statement, the Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder. The conversion price of the Note is 90% of the lowest per-share Trading Price per share for the 10 Trading Days preceding a Conversion Date.
The Company is also required to issue Coventry 200,000 shares of its Common
Stock as well as 900,000 cashless warrants with an exercise price of
The foregoing description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference to the text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated in this Item 1.01 by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement by a Registrant
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
2 Item 9.01 Exhibits (d) Exhibits Exhibit Number Description of Exhibit 10.1 Securities Purchase Agreement withCoventry Enterprises, LLC 10.2 10% Promissory Note ofCoventry Enterprises LLC 3
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