Current Report Filing (8-k)
June 01 2017 - 5:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): January 12, 2017
PETROTERRA
CORP
.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001-34970
|
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26-3106763
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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980
N Federal Highway, Suite 304
Boca
Raton, Florida 33432
(Address
of Principal Executive Offices)
(561)
672-7068
(Issuer’s
telephone number)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
[ ]
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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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[ ]
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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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[ ]
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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
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Entry
into a Material Definitive Agreement.
|
On
January 12, 2017, PetroTerra Corp. (the “
Company
”) issued to an institutional investor (the “
Lender
”)
a senior convertible note in the aggregate principal amount of $240,000 (the “
Note
”), for an aggregate purchase
price of $30,000. The principal due under the Note accrues interest at a rate of 12% per annum. All principal and accrued interest
under the Note is due six months following the issue date of the Note, and is convertible into shares of the Company’s common
stock, par value $0.001 (“
Common Stock
”), at a conversion price equal to 50% of the lowest volume-weighted
average price for the previous ten trading days immediately preceding the conversion. The Note includes anti-dilution protection,
as well as customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event
of default, all obligations under the Note will become immediately due and payable and the Company will be required to make certain
payments to the Lender. Subsequent to the Note’s issuance, on February 15, 2017, the Lender notified the Company that it
had assigned a portion of the Note to a third party independent of the Company.
The
foregoing summary of the terms of the Note is subject to, and qualified in its entirety by, the agreements and instruments attached
hereto as Exhibit 4.1, which are incorporated by reference herein.
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information set forth under Item 1.01 above with respect to the Note is incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 1.01 above with respect to the issuance of the Note is incorporated herein by reference. The
issuance of the Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933,
as amended (the “
Act
”), pursuant to Section 4(a)(2) of the Act.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
No.
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Description
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4.1
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Form
of Senior Convertible Note
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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.
Dated:
June 1, 2017
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PETROTERRA
CORP.
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By:
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/s/
Steven Yariv
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Name:
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Steven Yariv
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Title:
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Chief Executive Officer
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