Current Report Filing (8-k)
July 23 2020 - 05:04PM
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): July 22, 2020
GLOBAL
WHOLEHEALTH PARTNERS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
000-56035
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46-2316220
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2227
Avenida Oliva
San
Clemente, CA
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92673
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (714) 392-9752
N/A
(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:
¨
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 ☐
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.☐
Section 1 - Registrant’s
Business and Operations
Item 1.01. Entry into a Material
Definitive Agreement
On
July 22, 2020, Global WholeHealth Partners Corporation (the “Company”) entered into a Common Stock Purchase
Agreement and a Registration Rights Agreement with EMC2 Capital, LLC (the “Buyer”) pursuant to which the Buyer
agreed to invest up to One Hundred Million Dollars ($100,000,000) to purchase the Company’s common stock, par value
$0.001 per share, at a purchase price as defined in the Common Stock Purchase Agreement. The Registration Rights Agreement was
an inducement to the Buyer to execute and deliver the Common Stock Purchase Agreement, whereby the Company agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and
applicable state securities laws, with respect to the shares of common stock issuable for Investor’s investment
pursuant to the Common Stock Purchase Agreement.
In
addition, the Company entered into a Common Stock Purchase Warrant with the Buyer to subscribe for a purchase from the
Company up to Two Million (2,000,000) shares of the Company’s Common Stock, par value $0.001. The foregoing
description of the Common Stock Purchase Agreement, Registration Rights Agreement, Common Stock Purchase Warrant and the
Common Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the form of those documents, copies of which are attached as Exhibits 4.1, 4.2 and 10.1, respectively, to this Current
Report on Form 8-K, and of which are incorporated herein by reference.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
The
disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Section 9 -
Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit No.
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Document
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Location
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4.1
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Registration Rights Agreement, dated July 22, 2020, by and between Global WholeHealth Partners Corporation and EMC2 Capital, LLC.
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Filed herewith.
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4.2
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Common Stock Purchase Warrant, dated July 22, 2020, by and between Global WholeHealth Partners Corporation and EMC2 Capital, LLC.
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Filed herewith.
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10.1
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Common Stock Purchase Agreement, dated July 22, 2020, by and between Global WholeHealth Partners Corporation and EMC2 Capital, LLC.
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Filed herewith.
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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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GLOBAL
WHOLEHEALTH PARTNERS CORPORATION
(Registrant)
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Date:
July 23, 2020
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By:
/s/ Charles Strongo
Charles Strongo
Chief Executive Officer
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