ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As used in this Current Report on Form 8-K, unless otherwise stated, all references to the "Company", "we," "our" and "us" refer to HCi Viocare.
On June 26, 2018, the Company entered into a Debt Settlement and Subscription Agreement (the "Agreement") with a Director of the Company, Dr. Christos Kapatos ("Kapatos"). At June 20, 2018, the Company was indebted to Kapatos in the amount of US$131,870.00 (the "Debt"), in respect to certain unpaid salary, advances for operational shortfalls and certain unsettled expense reimbursements. Kapatos has agreed to accept 4,395,667 shares of the Company's common stock at a price of US$0.03 per share to settle the amount of the Debt pursuant to the terms and conditions set forth in the Agreement.
The Agreement was approved by the Board of Directors of the Company.
A copy of the form of the Agreement is filed as Exhibit 10.1 this Current Report on Form 8-K.
On June 26, 2018, the Company entered into a Debt Settlement and Subscription Agreement (the "Agreement") with the President of the Company, Mr. Sotirios Leontaritis ("Leontaritis"). At June 20, 2018, the Company was indebted to Leontaritis in the amount of US$579,371.16 (the "Debt"), in respect to certain unpaid salary, advances for operational shortfalls and certain unsettled expense reimbursements. Leontaritis has agreed to accept 19,312,372 shares of the Company's common stock at a price of US$0.03 per share to settle the amount of the Debt pursuant to the terms and conditions set forth in the Agreement.
The Agreement was approved by the Board of Directors of the Company.
A copy of the form of the Agreement is filed as Exhibit 10.2 this Current Report on Form 8-K.
Private Placement
On June 28, 2018, the Company entered into a Private Placement Subscription Agreement (the "Agreement") with Mr. Constantinos Zertalis, Director and beneficial owner of our controlling shareholder, Maschari LTD. ("Maschari"). Under the terms of the Agreement Mr. Zertalis subscribed directly for a total of 173,363 shares of the Company's common stock at a purchase price of US$0.05 per share for total cash proceeds of US$8,668.19. The shares are subject to applicable resale restrictions.
Prior to the aforementioned subscription agreement, Mr. Zertalis owned 122,710,562 shares of the common stock of HCi Viocare indirectly through Maschari, and 1,502,155 shares of the Company's common stock directly.
A copy of the form of subscription agreement is filed as Exhibit 10.3 this Current Report on Form 8-K.