Amended Current Report Filing (8-k/a)
July 24 2017 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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): June 30, 2017
PETROTERRA
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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001-34970
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26-3106763
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(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.
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PetroTerra
Corp. (the “
Company
”) previously reported in the Current Report on Form 8-K, dated June 1, 2017, that it issued
to an institutional investor (the “
Lender
”) on January 12, 2017 a senior convertible note in the aggregate
principal amount of $240,000 (the “
Note
”), for an aggregate purchase price of $30,000. On January 12, 2017,
Lender did not fully fund the purchase price of $30,000 and, as a result thereof, the Company did not issue the Note. Subsequently,
upon Lender fully funding the purchase price of $30,000 on June 30, 2017, the Company issued to Lender the Note.
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, including a down-round
provision under which the conversion price could be affected by future equity offerings undertaken by the Company, 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.
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
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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:
July 24, 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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