Item 1.01
Entry into a Material Definitive Agreement.
Securities Purchase Agreement and Convertible Note
On
March 27, 2019, we entered into a Securities Purchase Agreement
(the “
Purchase
Agreement
”) by and between the Company and Crown
Bridge Partners, LLC (the “
Purchaser
”) to sell Convertible
Promissory Notes (each a “
Note
”) in the principal amount of
up to $154,500, with a purchase price of up to $141,000. The
Purchaser purchased the first Note on April 17, 2019 for an
aggregate amount of $47,000. (the “First Tranche”) The
Note has a maturity date of twelve (12) months from each funding
date, or April 17, 2020 with respect to the first Note. Each Note
has an interest rate of 12% and a default interest rate of 15%. The
Note is convertible into our common stock at a conversion price
equal to 60% of the lowest trading price during the last twenty
(20) trading days prior to the conversion date. The above stated
transaction was reported in Premier’s April 17, 2019 Form
8-K.
On July
8, 2019, pursuant to the Securities Purchase Agreement, the
Purchaser purchased the second Note for an aggregate amount of
$32,900. (the “Second Tranche”) The Note has a maturity
date of twelve (12) months from each funding date, or July 8, 2020
with respect to the second Note. Each Note has an interest rate of
12% and a default interest rate of 15%. The Note is convertible
into our common stock at a conversion price equal to 60% of the
lowest trading price during the last twenty (20) trading days prior
to the conversion date.
We must
reserve shares of our authorized common stock equal to four times
the number of shares issuable upon full conversion of the Note,
initially 26,580,645 shares. The Note can be prepaid by us at any
time for a cash amount equal to the sum of the then outstanding
principal amount of the note and interest multiplied by a
prepayment percentage that ranges from as low as 125% to as high as
150%, depending on when we prepay the Note.
The
Note limits the Purchaser to beneficial ownership of our common
stock of no more than 4.99%. The Purchaser has the right to receive
any dividend or distribution of assets as if the Note had been
fully converted on the applicable record date.
The
Purchase Agreement and Note also contain customary representations
and warranties made by the Company and by the Purchaser. The
Purchase Agreement and Note also contain other certain terms and
conditions which are common in such agreements, and reference is
made herein to the text of the Purchase Agreement and Note which
will be filed in our next Quarterly Report on Form
10-Q.
