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Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendments to Convertible Notes
Amendment to October 19, 2018
Note
On February 13, 2019, Ozop Surgical
Corp. a Nevada corporation (the “Company”) entered into amendment No. 1 (the “Amendment”) with Power Up
Lending Group Ltd., a Virginia corporation (the “Investor”), pursuant to which the Company agreed to amend the terms
of a convertible promissory note issued by the Company to the Investor on October 19, 2018 (the “October Note”) pursuant
to a most favored nation clause in the October Note.
Pursuant to the Amendment, the conversion
price under the October Note was amended to be the lesser of (1) the lowest trading price during the previous 20 trading day period
ending on the last completed trading date prior to the date of conversion of the October Note and (2) 65% multiplied by the average
of the 3 lowest trading prices of the Company’s common stock during the 20 day trading period ending on the latest completed
trading day of the common stock prior to the date of conversion of the October Note.
Pursuant to the Amendment, the prepayment
terms under the October Note were amended to be that the October Note carries a pre-payment penalty if the October Note is paid
off in 60 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 125%, or 140% respectively. After the expiration of 181 days following
the issue date, the Company shall have no right of prepayment.
Amendment to December 5, 2018
Note
On February 13, 2019, the Company also
entered into amendment No. 1 (the “First Amendment”) with the Investor, pursuant to which the Company agreed to amend
the terms of a convertible promissory note issued by the Company to the Investor on December 5, 2018 (the “December Note”)
pursuant to a most favored nation clause in the December Note.
Pursuant to the First Amendment, the
conversion price under the December Note was amended to be the lesser of (1) the lowest trading price during the previous 20 trading
day period ending on the last completed trading date prior to the date of conversion of the December Note and (2) 65% multiplied
by the average of the 3 lowest trading prices of the Company’s common stock during the 20 day trading period ending on the
latest completed trading day of the common stock prior to the date of conversion of the December Note.
Pursuant to the First Amendment, the
prepayment terms under the December Note were amended to be that the December Note carries a pre-payment penalty if the December
Note is paid off in 60 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 125%, or 140% respectively. After the expiration of 181 days
following the issue date, the Company shall have no right of prepayment.
Warrant
In connection with the Amendment and
the First Amendment, on February 13, 2019, the Company issued to the Investor, a warrant (the “Warrant”) to purchase
94,000 shares of the Company’s common stock. The Warrant has a term of three (3) years and an exercise price of $1.50.
The foregoing descriptions
of the Amendment, the First Amendment, and the Warrant, do not purport to be complete and are qualified in their entirety by reference
to the full text of the documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3. respectively, to this Current Report
on Form 8-K and are incorporated by reference herein.