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): April 27,
2020
Gridiron BioNutrients,
Inc.
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(Exact name
of registrant as specified in its charter)
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Nevada
(State or
other jurisdiction of incorporation)
000-55852
(Commission
File Number)
36-4797193
(IRS
Employer Identification No.)
6991
East Camelback Rd., STE D-300
Scottsdale, AZ 85251
(Address of
principal executive offices)
(800) 570-0438
Registrant’s
telephone number, including area code
_____________________________________________
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Indicate by
check mark whether the registrant is an emerging growth company as
defined in 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 checkmark 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. ¨
Forward-looking Statements
Statements
to this Current Report on Form 8-K may be forward-looking and made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Words such as “anticipate”,
“believe”, “estimate”, “expect”, “intend” and similar expressions,
as they relate to Applied Biosciences Corp. (the “Company”) or its
management, identify forward-looking statements. These statements
are based on current expectations, estimates and projections about
the Company’s business based, in part, on assumptions made by
management. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results
may, and probably will, differ materially from what is expressed or
forecasted in such forward-looking statements due to numerous
factors, including those described above and those risks discussed
from time to time in the Company’s filings with the Securities and
Exchange Commission. Factors which could cause actual results to
differ materially from these forward-looking statements include
such factors as (i) the development and protection of our brands
and other intellectual property, (ii) the need to raise capital to
meet business requirements, (iii) significant fluctuations in
marketing expenses, (iv) the ability to achieve and expand
significant levels of revenues, or recognize net income, from the
sale of our products and services, (v) the Company’s ability to
conduct the business if there are changes in laws, regulations, or
government policies related to cannabis, (vi) management’s ability
to attract and maintain qualified personnel necessary for the
development and commercialization of its planned products, (vii)
general industry and market conditions and growth rates, and
general economic conditions, and (viii) other information that may
be detailed from time to time in the Company’s filings with the
United States Securities and Exchange Commission. Any
forward-looking statements speak only as of the date on which they
are made, and the Company does not undertake any obligation to
update any forward-looking statement to reflect events or
circumstances after the date of Form 8-K.
Item 1.01 Entry into a Material Definitive
Agreement.
On April
27, 2020, Gridiron BioNutrients, Inc., a Nevada corporation (the
“Company”) announced that it had entered into a Participation
Agreement (the “Libertas Participation Agreement”), effective April
27, 2020, with Libertas Funding, LLC, a Connecticut Limited
Liability Company (“Libertas”), pursuant to which Libertas offered
and the Company accepted to participate with Future Receivables in
Purchase Agreement(s) with qualifying merchants, specifically QSI
Holding Company, a Delaware Corporation (“QSI”). The
Company’s participation buy-in amount was $200,000 with a
participation purchase of $264,000 that is estimated to result in
weekly payments to the Company for a minimum period of nine months
or until the full participation purchase amount has been paid.
On April
27, 2020, the Company offered and sold to Cavalry Fund I LP that
certain 22% Original Issue Discount self-amortizing convertible
note that requires nine (9) equal installment payments in the
amount of $28,846.15 beginning on June 15, 2020 (the “Cavalry
Note”). The Cavalry Note has the principal sum of $259,615.15 with
a purchase price of $202,500. The principal amount of $259,615.15
is to be paid back in full on February 15, 2021 (“Maturity
Date”). In the event the Company fails to make the $28,846.15
installment payment by the 15th day of each designated
month and/or fails to cure any missed installment payment within
five (5) calendars days following the due date, or the Company
Defaults, the defaulted amount owed shall be 130% of the total
outstanding balance owed by the Company. The default interest
rate for missing an installment payment shall be 18% and the
conversion into common stock shall be at a price of $0.02 per
common stock.
On April
29, 2020, under the Libertas Participation Agreement, the Company
received 45,053 Warrants of QSI Holding Company, (“QSI Warrants”)
to Purchase Common Stock priced $3.1336 for common stock par value
$0.00001 expiring the 7th anniversary after the issue date.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosure with respect to the Cavalry Note in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
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Description
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4.1
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22% Original Issue Discount Self Amortizing
Convertible Note Due February 15, 2021.
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10.1
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Libertas Participation Agreement, dated April 27,
2020, by and between the Gridiron BioNutrients, Inc. and Libertas
Funding, LLC, a Connecticut Limited Liability Company.
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10.2
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QSI Holding Company, a Delaware Corporation
Warrant to Purchase Stock, dated April 29, 2020.
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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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GRIDIRON BIONUTRIENTS, INC.
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Date: May
5, 2020
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By:
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/s/
Timothy Orr
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Name:
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Timothy
Orr
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Title:
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President
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Gridiron Bionutrients (QB) (USOTC:GMVP)
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