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Item 1.01.
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Entry
into a Material Definitive Agreement.
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Securities Purchase Agreement, Convertible
Promissory Note with Adar Alef, LLC.
On August 28, 2019, Ozop Surgical Corp.
a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with Adar
Alef, LLC, (the “Investor”), pursuant to which the Company agreed to issue to the Investor an 10% secured convertible
promissory note, (the “Note”) in the aggregate principal amount of $45,000 in exchange for a purchase price of $45,000.
Pursuant to the SPA, the Company agreed
to pay the Investor $14,000 to cover the Investor’s due diligence expenses incurred in connection with the SPA and Note,
which is to be offset against the proceeds of the Note. The proceeds will be used by the Company for working capital and other
general corporate purposes. Pursuant to the SPA, the Company agreed not to conduct any equity (or debt with an equity component)
financing (the “Future Offering”), other than certain excepted issuances as set forth in the SPA, during the period
beginning on the closing date of the SPA and ending12 months following such date without first giving the Investor notice of the
Future Offering and allowing the Investor the option to purchase the securities being offered in the Future Offering on the same
terms as contemplated by such Future Offering. The SPA includes customary representations, warranties and covenants by the Company
and customary closing conditions. The Note matures on August 29, 2020.
The Note is convertible into shares
of the Company’s common stock, $0.001 par value per share, at any time beginning from the issuance date of the Note, at a
conversion price equal to 60% of the average of the two (2) lowest closing bid prices during the previous twenty (20) Trading Day
period ending on the latest complete Trading Day prior to the date of the Note. Provided, however, that the Investor may not convert
the Note to the extent that such conversion would result in the Investor’s beneficial ownership being in excess of 4.99%
of the Company’s issued and outstanding common stock together with all shares owned by the Investor and its affiliates.
The Note carries a pre-payment penalty
if the Note is paid off in 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% and 140% respectively.
After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.
The foregoing descriptions
of the SPA 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 and
are incorporated by reference herein.
Debt Purchase Agreement with Adar Alef,
LLC. and GoldenLife Investments, LLC.
On
August 29, 2019, the Company consented to a Debt Purchase Agreement by and between with Adar Alef, LLC. (the Investor) and GoldenLife
Investments, LLC (the “Seller”), pursuant to which the Company agreed to, the Seller to sell and the Investor to buy
a convertible promissory note issued by the Company to the Seller on September 1, 2017 (the “GoldenLife DPA”). The
terms of the note, as amended, issued to the Seller and acquired by the Investor included a 10% stated interest rate, in the principal
amount of $15,000 and is convertible into shares of the Company’s common stock, at a conversion price equal to 65% multiplied
by the average of the three lowest trading prices during the 15 trading day period ending on the last completed trading date in
the OTC Markets prior to the date of conversion, provided however, that no conversion of any part of the note is permitted, whereby,
such conversion would result in the noteholder’s beneficial ownership being in excess of 9.99% of the Company’s issued
and outstanding common stock together with all shares owned by the noteholder and its affiliates.
The
foregoing description of the GoldenLife DPA, does not purport to be complete and is qualified in its entirety by reference to the
full text of the GoldenLife DPA, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated
by reference herein.
Debt Purchase Agreement with Adar Alef,
LLC. and Rajshekar R. Kondapally
On
August 29, 2019, the Company consented to a Debt Purchase Agreement by and between with Adar Alef, LLC. (the Investor) and Rajshekar
R. Kondapally (the “Seller”), pursuant to which the Company agreed to, the Seller to sell and the Investor to buy a
convertible promissory note issued by the Company to the Seller on October 2, 2017 (the “Kondapally DPA”). The terms
of the note, as amended, issued to the Seller and acquired by the Investor included a 10% stated interest rate, in the principal
amount of $25,000 and is convertible into shares of the Company’s common stock, at a conversion price equal to 65% multiplied
by the average of the three lowest trading prices during the 15 trading day period ending on the last completed trading date in
the OTC Markets prior to the date of conversion, provided however, that no conversion of any part of the note is permitted, whereby,
such conversion would result in the noteholder’s beneficial ownership being in excess of 9.99% of the Company’s issued
and outstanding common stock together with all shares owned by the noteholder and its affiliates.
The
foregoing description of the Kondapally DPA, does not purport to be complete and is qualified in its entirety by reference to
the full text of the Kondapally DPA, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated
by reference herein.