Current Report Filing (8-k)
December 28 2018 - 3:42PM
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): December 27, 2018
HEMP NATURALS, INC.
(Exact name of Registrant as specified in
its charter)
Delaware
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000-55590
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47-5604166
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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16950 North Bay Road, Suite 18033
Sunny Isles Beach, Florida
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33160
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone Number,
including area code: (347) 301-8431
Not Applicable
(Former name, former address and former fiscal
year, if changed since last report)
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.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement
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On December 4, 2018
(“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities purchase agreement (the
“Agreement”) with EMA Financial 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 $65,000.00 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 18, 2018,
the Closing Date, the Company initially reserved 3,000,000 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.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
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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HEMP NATURALS, INC.
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Date: December 28, 2018
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By:
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/s/ Levi Jacobson
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Levi Jacobson
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Chief Executive Officer
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Hemp Naturals (CE) (USOTC:HPMM)
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