ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 10, 2020, we entered into a Termination and Mutual Release Agreement (the “Agreement”) with BHP Capital NY Inc. (“BHP”), to settle a convertible promissory note (the “Note”), dated June 27, 2019, issued to BHP with a principal amount of $38,500 and a warrant to purchase 14,000 shares common stock (the “Warrant”), dated February 22, 2019, also issued to BHP. The investment was made under a Securities Purchase Agreement (the “Purchase Agreement”), dated June 27, 2019.
On July 24, 2020, we amended the Agreement with BHP (the “Amendment”), wherein we provided to BHP a true up adjustment in the event our common stock falls below $0.11 per share.
Under the Agreement and Amendment, we and BHP agreed to terminate the Purchase Agreement, the Note and the Warrant and all rights, obligations and duties created thereunder. In exchange, we agreed to issue to BHP 708,824 shares of our common stock. We have already issued 200,000 of the total shares, and the balance shall be paid in two tranches, one within 30 days of executing the Agreement, and the rest within 60 days of executing the Agreement.
The foregoing description of the Agreement and Amendment, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement and Amendment, which are included in this Current Report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
On July 22, 2020, we entered into an Exchange Agreement with Jefferson Street Capital LLC, whereby we agreed to exchange a February 22, 2019 Common Stock Purchase Warrant and June 27, 2019 Convertible Promissory Note in the principal amount of $35,000 into a total of 650,000 shares of our common stock.
The foregoing description of the Exchange Agreement, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Exchange Agreement, which is included in this Current Report as Exhibit 10.3, and are incorporated herein by reference