Current Report Filing (8-k)
February 11 2019 - 4:59PM
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)
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January
31, 2019
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Sun
Pacific Holding Corp.
(Exact
name of registrant as specified in its charter)
Nevada
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000-51935
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90-1119774
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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215
Gordon’s Corner Road, Suite 1A Manalapan, NJ 07726
(Address
of principal executive offices)
Registrant’s
telephone number, including area code
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732-845-0906
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(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 of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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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 Entry into a Material Definitive Agreement.
On
February 7, 2019, pursuant to an Indenture of Trust entered into by our subsidiary, MedRecycler-RI, Inc., a Rhode Island corporation
and UMB Bank, N.A., a national banking association (“UMB”) (the “Indenture”), Sun Pacific Holding Corp.
(the “Company”) entered into that certain Guarantee of Payment and Performance with UMB acting as Trustee, whereby
the Company agreed to guarantee any and all payments and/or other obligations owed by MedRecycler-RI, Inc. pursuant to the Indenture.
Under
the terms of the Indenture, MedRecycler-RI, Inc. issued a promissory note in the amount of $6,025,000.00 as bridge financing for
the initial buildout and payment for the purchase of certain equipment and other costs related to a waste to energy facility in
the state of Rhode Island (the “Note”). The Note is generally secured by all assets of MedRecycler-RI, Inc. as well
as certain pledges, guarantees, and other collateral made by MedRecycler-RI, Inc. and affiliates of the Company, including the
Guarantee of Payment and Performance disclosed herein. The Note matures on January 29, 2020. Interest payments are generally prepaid
in a segregated account coming due July 29, 2019 and January 29, 2020. The intent is to have the Note paid down with larger long-term
financing through a separate indenture of trust. We assume that any replacement long-term financing shall also require, at a minimum,
the same pledges, guarantees, and other collateral.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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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Sun
Pacific Holding Corp.
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(Registrant)
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Date:
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February
11, 2019
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By:
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/s/
Nicholas Campanella
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Name:
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Nicholas
Campanella
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Title:
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Director
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Sun Pacific (PK) (USOTC:SNPW)
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