Item 1.01
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Entry into a Material Definitive Agreement
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On December 14, 2018
(“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities purchase agreement (the
“Agreement”) with Armada Investment Fund LLC (the “Investor”), pursuant to which the Company will issue
a Six Month, 12% Secured Convertible Promissory Note, (“Note”) secured by Company common stock with a face value of
$38,500.00 which provides a conversion feature equal to a variable conversion price equal to 61% multiplied by the Market Price
defined as the lowest one day closing bid price for the Company common stock during the twenty day period ending on the latest
complete trading day in the OTC Markets prior to the conversion date. The proceeds will be used for general corporate purposes
and working capital. The Agreement carries a pre-payment penalty if the Note is paid off 30, 60, 90,120,150, or 180 days following
the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid
interest multiplied by 120%,125%,130%,135%,140%,145% respectively. After the expiration of 180 days following the issue date, the
Company shall have no right of prepayment. The Agreement includes customary representations, warranties and covenants by the Company
and customary closing conditions.
On December 14, 2018,
the Closing Date, the Company initially reserved 1,175,000 shares of its common stock, (“Common Stock”) for issuance
upon for conversion of the Notes in accordance with the terms thereof (“Reserved Shares”). The Investor shall have
the right to periodically request that the number of Reserved Shares be increased.
The foregoing descriptions
of the Securities Purchase Agreement, and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of the transaction documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K.
On December 14, 2018
(“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities purchase agreement (the
“Agreement”) with BHP Capital NY Inc.,(the “Investor”), pursuant to which the Company will issue a Six
Month, 12% Secured Convertible Promissory Note, (“Note”) secured by Company common stock with a face value of $38,500.00
which provides a conversion feature equal to a variable conversion price equal to 61% multiplied by the Market Price defined as
the lowest one day closing bid price for the Company common stock during the twenty day period ending on the latest complete trading
day in the OTC Markets prior to the conversion date. The proceeds will be used for general corporate purposes and working capital.
The Agreement carries a pre-payment penalty if the Note is paid off 30, 60, 90,120,150, or 180 days following the issue date. The
pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid interest multiplied
by 120%,125%,130%,135%,140%,145% respectively. After the expiration of 180 days following the issue date, the Company shall have
no right of prepayment. The Agreement includes customary representations, warranties and covenants by the Company and customary
closing conditions.
On December 14, 2018,
the Closing Date, the Company initially reserved 1,175,000 shares of its common stock, (“Common Stock”) for issuance
upon for conversion of the Notes in accordance with the terms thereof (“Reserved Shares”). The Investor shall have
the right to periodically request that the number of Reserved Shares be increased.
The foregoing descriptions
of the Securities Purchase Agreement, and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of the transaction documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K.
On December 14, 2018
(“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities purchase agreement (the
“Agreement”) with Jefferson street Capital LLC (the “Investor”), pursuant to which the Company will issue
a Six Month, 12% Secured Convertible Promissory Note, (“Note”) secured by Company common stock with a face value of
$38,500.00 which provides a conversion feature equal to a variable conversion price equal to 61% multiplied by the Market Price
defined as the lowest one day closing bid price for the Company common stock during the twenty day period ending on the latest
complete trading day in the OTC Markets prior to the conversion date. The proceeds will be used for general corporate purposes
and working capital. The Agreement carries a pre-payment penalty if the Note is paid off 30, 60, 90,120,150, or 180 days following
the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid
interest multiplied by 120%,125%,130%,135%,140%,145% respectively. After the expiration of 180 days following the issue date, the
Company shall have no right of prepayment. The Agreement includes customary representations, warranties and covenants by the Company
and customary closing conditions.
On December 14, 2018,
the Closing Date, the Company initially reserved 1,175,000 shares of its common stock, (“Common Stock”) for issuance
upon for conversion of the Notes in accordance with the terms thereof (“Reserved Shares”). The Investor shall have
the right to periodically request that the number of Reserved Shares be increased.
The foregoing descriptions
of the Securities Purchase Agreement, and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of the transaction documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K.