Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment to Equity Purchase Agreement
On June 7, 2019, XSport Global, Inc., a Wyoming corporation (the “Company”), entered into an Amendment to Equity Purchase Agreement (the “Amendment”), amending the Equity
Purchase Agreement (the “Equity Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Investor”).
The Equity Purchase Agreement gives the Company the right to require the Investor to purchase up to $1,000,000 (the “Commitment Amount”) of shares (“Capital Call Shares”) of
the Company’s common stock, par value $0.001 per share, during the commitment period.
The sole purpose of the Amendment was to extend the commitment period such that the commitment period shall now extend to the earlier of (i) the date that the Investor has
purchased Capital Shares equal to the Commitment Amount (ii) September 30, 2019, or (iii) termination of the Equity Purchase Agreement by the Company upon a material breach by the Investor.
The Equity Purchase agreement is subject to additional terms and conditions and the foregoing description is not complete; the Equity Purchase Agreement is described further in
the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 4, 2018 (the “Equity Purchase Agreement 8-K”), and the foregoing description of the Equity Purchase Agreement is qualified in its entirety by
reference such Equity Purchase Agreement, which was filed as Exhibit 10.1 to the Equity Purchase Agreement 8-K.
Also on June 7, 2019, the Company consummated the offering of an 8% Convertible Redeemable Promissory Note in the principal amount of $48,000 (the “Note”) in a private placement to an
accredited investor. In connection with the sale of the Note, the Company also entered into a Securities Purchase Agreement relating to the sale of the Note (the “Purchase Agreement”).
The Note will mature on June 6, 2020, and bears interest at a rate of 8% per annum. It is convertible into the Company’s common stock (the “Common Stock”) on any date after issuance, after which
the Note may be converted into Common Stock at a 40% discount to the lowest trading price of the Common Stock during the 20 trading days prior to the date of the conversion notice. Such conversion is subject to certain additional terms and
conditions, including a waivable limitation on the noteholder’s ability to convert the Note into an amount of Common Stock that would result in the noteholder, together with its affiliates, owning more than 4.9% of the outstanding Common Stock.
The noteholder may waive that provision and increase its amount of ownership up to 9.99% of the Common Stock.
The Note may be prepaid in full on any day on or prior to December 3, 2019, but is subject to prepayment premiums that increase over time. Upon maturity of the Note, those prepayment premiums
cease to be effective.
No mandatory redemption or sinking fund provisions are provided for in the Note. However, the Note is subject to certain additional terms and conditions, including certain remedies in connection
with certain customary events of default.
In connection with the sale of the Note, the Company entered into a Purchase Agreement relating to the sale of the Note, which includes certain customary representations and warranties, and
pursuant to which the Company agreed to comply with certain customary affirmative and negative covenants during the period the Note is outstanding.
The foregoing description of the Note and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Note, Purchase Agreement and Warrant
filed hereto as Exhibit 10.2 and 10.3, respectively.
On June 14, 2019, the Company consummated the offering of a 12% Convertible Redeemable Promissory Note in the principal amount of $150,000 (the “Note”) in a private placement to an accredited
investor. In connection with the sale of the Note, the Company also entered into a Securities Purchase Agreement relating to the sale of the Note (the “Purchase Agreement”).
The Note will mature on June 14, 2020, and bears interest at a rate of 12% per annum. It is convertible into the Company’s common stock (the “Common Stock”) on any date after issuance, after
which the Note may be converted into Common Stock at a 45% discount to the lowest trading price of the Common Stock during the 20 trading days prior to the date of the conversion notice. Such conversion is subject to certain additional terms and
conditions, including a waivable limitation on the noteholder’s ability to convert the Note into an amount of Common Stock that would result in the noteholder, together with its affiliates, owning more than 4.9% of the outstanding Common Stock.
The noteholder may waive that provision and increase its amount of ownership up to 9.99% of the Common Stock.
The Note may be prepaid in full on any day on or prior to December 11, 2019, but is subject to prepayment premiums that increase over time. Upon maturity of the Note, those prepayment premiums
cease to be effective.
No mandatory redemption or sinking fund provisions are provided for in the Note. However, the Note is subject to certain additional terms and conditions, including certain remedies in connection
with certain customary events of default.
In connection with the sale of the Note, the Company entered into a Purchase Agreement relating to the sale of the Note, which includes certain customary representations and warranties, and
pursuant to which the Company agreed to comply with certain customary affirmative and negative covenants during the period the Note is outstanding.
The foregoing description of the Note and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the form of Note, Purchase Agreement and Warrant
filed hereto as Exhibit 10.4 and 10.5, respectively.
In connection with the offerings, pursuant to an Engagement Agency Agreement dated December 7, 2018 with Garden State Securities Inc.
(the “Placement Agent”), the Company paid the Placement Agents an aggregate cash fee representing 5% of the gross amount paid by the purchasers
.