ITEM 1.01 ENTRY INTO A MATERIAL DEFINTIIVE AGREEMENT
Purchase Order
On
Notes and Forbearance Agreements
We have various notes and advances that were previously in forbearance or verbal
extension that are now due. As reported previously, a settlement agreement was
entered into with
Formation of Partnership
On
Officer Personal Guarantees
Completing recent funding transactions and restructuring our SBA loans has
required the personal guarantees of both
Attempted Online Security Breaches
We and our subsidiaries have experienced email breaches and compromised banking accounts as a result of online security breaches by unknown parties that attempted to redirect money wires and otherwise enter into fraudulent banking transactions. We are working with our Internet Technicians to change our email and all related security protocols and have our banks reissue new bank account numbers. There was no economic loss as internal measures alerted us before financial transactions were initiated.
Background -
On
The
1.The Maturity Date is extended for a period of 6 months to
2.The Principal Amount is increased from
3.The interest rate is 15% (based on an Event of Default).
4. The following conversion provisions are added to the Note pursuant to the Addendum:
"Conversion Price. The Conversion Price shall be 80% multiplied by the Market Price (thereby representing a discount rate of 20%), with "Market Price" defined as the lowest Daily Closing Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the closing price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the "OTC") as reported by a reliable reporting service designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the "Pink Sheets". If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded".
5. In the event that we receive proceeds of at least
ITEM 9.01. EXHIBITS (a) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit No. Description 10.1May 11, 2021 Promissory Note withTysadco Partners , LLC* 10.2July 16, 2022 Addendum toMay 11, 2021 Promissory Note withTysadco Partners , LLC* 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)* *Filed herein 2
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