Current Report Filing (8-k)
October 17 2016 - 3:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 10, 2016
NOTIS
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-54928
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45-3992444
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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633
West 5th Street, 28th Floor
Los
Angeles, CA 90071
(Address
of principal executive offices) (zip code)
(800)-762-1452
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Entry
into Note Purchase Agreement and Global Debenture Amendment
On
October 10, 2016, Notis Global, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”)
with an accredited investor (the “Investor”), pursuant to which the Company agreed to sell, and the Investor agreed
to purchase, a secured convertible promissory note (the “Note”) in the aggregate principal amount of $53,000.
The
Investor deducted a commitment fee in the amount of $3,000 at the closing. The Note bears interest at the rate of 5% per annum
and matures on April 30, 2017. The Company may not prepay any part of the outstanding balance of the Note at any time prior to
maturity without the written consent of the Investor. At any time or from time to time, the Investor may convert the Note, in
whole or in part, into shares of the Company’s common stock at a conversion price that is the lower of (a) $0.75, or (b)
51% of the lowest volume weighted average price for the 30 consecutive trading days prior to the conversion date.
In
connection with entry into the Purchase Agreement, the parties also entered into a Global Debenture Amendment (the
“Debenture Amendment”), pursuant to which the Investor and the Investor’s affiliate shall be entitled to
the same “look-back” period on establishing the conversion price with regard to any convertible note
or debenture, including the Note, as any other investor is entitled to pursuant to notes or debentures held by such investor.
Based on the terms of the Company’s other convertible notes and debentures, other investors shall be entitled to
the same rights established in the Debenture Amendment. Therefore, each of the Company’s investors holding
convertible debt shall be entitled to the same “look-back” period when establishing the conversion price for
their respective notes or debentures.
In
connection with issuance the Note, the Company relied on the exemption from registration provided by Section 4(a)(2) under the
Securities Act of 1933, as amended, for transactions not involving a public offering and Rule 506 of Regulation D promulgated
thereunder. The Investor represented to the Company that it was an “accredited investor” as such term is defined under
Regulation D and that the offer and sale of the Note did not involve any form of general solicitation or general advertising.
The
foregoing description of the Purchase Agreement, the Note, and the Debenture Amendment do not purport to be complete and are qualified
in their entirety by reference to the full text of the documents, which shall be filed as exhibits to the Company’s Quarterly
Report on Form 10-Q for the third quarter of 2016 or Form 10-K for the year ended December 2016.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided under Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided under Item 1.01 of this report is incorporated by reference into this Item 3.02.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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NOTIS GLOBAL, INC.
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Dated: October 17, 2016
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By:
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/s/
Jeffrey Goh
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Name:
Jeffrey Goh
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Title: President and Chief Executive Officer
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