Item 1.01 Entry into a Material De?nitive Agreement.
On October 12, 2020 Singlepoint Inc. (the "Company") entered into an Amendment
to Secured Convertible Promissory Notes (this "Amendment") with Iliad Research
and Trading, L.P., a Utah limited partnership ("Iliad"), and UAHC Ventures LLC,
a Nevada limited liability company ("UAHC Ventures", and together with Iliad,
"Lender").
The Amendment provides for the amendment to certain terms contained in the
following notes the Company issued: (1) Secured Convertible Promissory Note
dated October 6, 2017 issued to UAHC Ventures in the original principal amount
of $670,000.00 ("Note 1"), and (2) Secured Convertible Promissory Note dated
November 5, 2018 issued to Iliad in the original principal amount of
$5,520,000.00 ("Note 2", and together with Note 1, the "Notes").
Below is a description of the material terms of the Amendment (all capitalized
terms not otherwise defined herein shall have that definition assigned to it as
per the related agreement).
The Maturity Date for each Note was extended until December 31, 2022.The Lender
agreed to refrain from making any conversion under the Notes subject to the
terms, amendments, conditions and understandings expressed in this Amendment.
Pursuant to the terms of the original notes with Iliad and UAHC Ventures the
Company issued an aggregate of 179,999,700 shares of Common Stock (the
"Conversion Shares") which are to be held by the Lender pending compliance with
the terms of the Amendment.
Pursuant to the Amendment the Company agreed that during the period beginning on
October 1, 2020 and ending on January 31, 2021 (the "Volume Limitation Period")
Company will limit its sales of Conversion Shares to $25,000.00 in net proceeds
per month. Subject to the terms, conditions and understandings contained in the
Amendment, following the timely delivery of the Conversion Shares, Lender agreed
that during the Volume Limitation Period: (a) it will not seek to convert any
portion of the Outstanding Balance of either of the Notes into Common Stock; and
(b) it will not sell any Conversion Shares that were not sold during the Volume
Limitation Period (the "Standstill"). During the Volume Limitation Period, on
the first day of each month (or within three (3) Trading Days of execution of
this Agreement for the October payment), Company will make monthly cash payments
to Lender in the amount of $25,000.00. Lender acknowledges that it has received
$5,000.00 toward the October payment. Beginning on February 1, 2021 and
continuing thereafter until the Note is paid in full, Company will make monthly
cash payments to Lender in the amount of $50,000.00.
In the event Company fails to make any cash payment as and when required under
the Note or the Amendment, notwithstanding the Standstill, the Volume Limitation
Period, or anything else to the contrary in the Amendment, Lender shall be
permitted to sell Conversion Shares (in addition to any other Conversion Shares
it may sell in accordance with the terms of this Amendment) until its net
proceeds (meaning the gross sales proceeds less all transfer agent fees,
attorneys fees, and other costs Lender incurs in selling the Conversion Shares)
are equal to the amount Company failed to pay to Lender when due, plus all
applicable late fees, default interest, and other amounts that may have accrued
on such unpaid amount pursuant to the Notes and the Amendment.
The foregoing summary of terms is subject to, and qualified in its entirety, by
the documents attached hereto as Exhibits 10.1, which are incorporated herein by
reference.
The foregoing was not registered under the Securities Act of 1933 and was made
in reliance upon the exemptions from the registration requirements of the
Securities Act set forth in Regulation D thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following documents are filed as Exhibits:
Exhibit Description
Amendment to Secured Convertible Promissory Notes is entered into as
10.1 of October 12, 2020 by and among Iliad Research and Trading, L.P., UAHC
Ventures LLC, and Singlepoint Inc.
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