Current Report Filing (8-k)
August 29 2013 - 11:23AM
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):
August 26, 2013
DETHRONE ROYALTY HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Nevada |
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333-170393 |
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27-3566307 |
(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
5137 E. Armor St., Cave Creek, AZ 85331
(Address of principal
executive offices) (Zip code)
602.326.8290
(Registrant's telephone
number, including area code)
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):
| ¨ | 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)) |
Item 1.01. Entry into a Material Definitive
Agreement.
On August 26, 2013, Dethrone Royalty Holdings, Inc. (the “Company”),
sold an 8% Convertible Note in the principal amount of $42,500 (the “Note”) pursuant to a Securities Purchase Agreement.
The Note matures on May 21, 2014 and has an interest rate of 8% per annum until the Note becomes due. Any amount of principal or
interest on the Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof.
The Note may be converted into common stock of the Company at
any time beginning on the 180th day of the date of the Note. However, the Note shall not be converted if the conversion
would result in beneficial ownership by the holder of the Note and its affiliates to own more than 9.99% of the outstanding shares
of the Company’s common stock. Such limitations on conversion may be waived by the Note holder upon with not less than 61
days’ prior notice to the Company. The conversion price is 58% of the average of the lowest three closing bid prices of the
Company’s common stock for the ten trading days immediately prior to the conversion date.
If the Company fails to pay the principal hereof or interest
thereon when due at the maturity date, the Note shall become immediately due and payable and the Company shall pay to the holder
of the Note an amount equal to the Default Sum (as defined in the Note). If the Company fails to issue common stock of the Company
upon exercise of the Note, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full
satisfaction of its obligations hereunder, an amount equal to the Default Sum multiplied by two. Upon any other Event of Default
(as defined in the Note), the Note shall become immediately due and payable and the Company shall pay to the holder of the Note
an amount equal to the greater of (i) 150% times the Default Sum or (ii) the “parity value” (as defined in the Note)
of the Default Sum to be prepaid.
The foregoing descriptions of the Note and the Securities Purchase
Agreement referred to above do not purport to be complete and are qualified in its entirety by reference to the Note and the Securities
Purchase Agreement, copies of which are attached to this Current Report on Form 8-K and incorporated into this Item by reference.
The Company claims an exemption from the registration requirements
of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933
since, among other things, the transaction did not involve a public offering.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is hereby incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is hereby incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
4.1 |
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8% Convertible Note |
10.1 |
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Securities Purchase Agreement |
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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DETHRONE ROYALTY HOLDINGS, INC. |
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Dated: August 29, 2013 |
By: |
/s/ Toby McBride |
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Name: Toby McBride |
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Title: Chief Executive Officer |
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