Item 1.01 Entry into a Material Definitive Agreement.
Lease Agreement:
On July 18, 2017, Signal Bay, Inc. (the “Company’) entered into a Building Office Lease with KJSJ Investments, LLC (the “LandLord”) to lease approximately 3,500 square feet of industrial space located at 3505 Cadillac Ave, Suite F1, Costa Mesa, CA (the “Premises”) for the Company’s new Southern California Testing Facility.
The New Lease commences on August 1, 2017. The New Lease terminates on the last day of the calendar month following the date that is sixty (60) months after the Commencement Date (the “Lease Term”), unless terminated earlier.
The New Lease provides for annual base rent of approximately $110 thousand in the first year of the Lease Term, which increases on a yearly basis up to approximately $142 thousand for the final year of the Lease Term.
The Company will also be obligated to pay to the Landlord for certain costs, taxes and operating expenses related with the New Lease and the Premises, subject to certain exclusions.
Note Purchase Agreement:
On July 14, 2017, Signal Bay, Inc. (the “Company”) entered into an 8% convertible promissory note (the "Note") with LG Capital Funding, LLC. ("Lender") in the amount of $275,600. The company received $250,000 and it was funded on July 18, 2017 (Purchase Date).
The company can prepay the note based on the following schedule.
|
Days Since Effective Date
|
Prepayment Amount
|
|
0-90
|
110% of Principal Amount
|
|
91-180
|
125% of Principal Amount
|
Lender has the right at any time following an Event of Default, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any part of the Outstanding Balance into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. The conversion shall be equal to (a) 75% of the lowest trading price of the Company's common stock during the 15 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note.
Note Purchase Agreement:
On July 14, 2017, Signal Bay, Inc. (the “Company”) entered into an 8% convertible promissory note (the "Note") with Adar Bays, LLC. ("Lender") in the amount of $275,600. The company received $250,000 and it was funded on July 18, 2017 (Purchase Date).
The company can prepay the note based on the following schedule.
|
Days Since Effective Date
|
Prepayment Amount
|
|
0-90
|
110% of Principal Amount
|
|
91-180
|
125% of Principal Amount
|
Lender has the right at any time following an Event of Default, at its election, to convert (each instance of conversion is referred to herein as a “Conversion”) all or any part of the Outstanding Balance into shares (“Conversion Shares”) of fully paid and non-assessable common stock, $0.0001 par value per share (“Common Stock”), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. The conversion shall be equal to (a) 75% of the lowest trading price of the Company's common stock during the 15 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note.