Current Report Filing (8-k)
December 10 2018 - 4:03PM
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):
December 3, 2018
ARISTA
FINANCIAL CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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333-169802
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27-1497347
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(State or other jurisdiction
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(Commission File
Number)
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(IRS Employer
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of Incorporation)
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Identification Number)
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51
JFK Parkway, First Floor West
Short
Hills, New Jersey 07078
(Address
of principal executive offices)
(973)
218-2428
(Registrant's
telephone number)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. ☐
ITEM 1.01
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ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
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Effective
December 3, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with
Crown Bridge Partners, LLC, a New York limited liability company (the “Buyer”) pursuant to which the Buyer agreed
to purchase from the Company a Convertible Promissory Note (the “Note”) in the aggregate principal amount of
up to $121,500. The Buyer will fund the first tranche of this Note in the aggregate principal amount of $40,500 upon closing
and the Company will receive net proceeds from the Buyer of approximately $35,000 after deducting a 10% original issue
discount and fees and expenses of Buyer’s counsel. In connection with the sale of the Note, the Company also delivered
a warrant (the “Warrant” and, together with the Note and the Purchase Agreement, the “Transaction
Documents”) to the Buyer to purchase up to 20,250 shares of the Company’s common stock, subject to the terms and
conditions described below. The Buyer may, in its sole discretion, advance additional amounts under the Note up to a total of
$121,500, in which case the Company would receive net proceeds of approximately $108,000 and issue warrants for a total of
60,750 shares. There can be no assurance that the Buyer will advance any additional amounts to the Company in respect of the
Note. The Company expects to use the net proceeds from the sale of the Note for its general corporate purposes, including
the acquisition of additional equipment leases. The Purchase Agreement also grants the Buyer piggyback registration rights
and the right to participate in future offerings of the Company’s securities on the terms and conditions set forth
therein so long as the Note is outstanding.
The
Note accrues interest at the rate of 5% per annum. Interest and principal on the first tranche are payable on December 3,
2019, twelve months after the date of the funding of the first tranche Note. Any subsequent tranche that is funded at the
discretion of the Buyer shall mature twelve months following the funding. Any amount of principal or interest on the Note
which is not paid when due shall bear interest at the default rate of interest of 15% per annum. The Company has the right to
prepay the principal amount of the Note and accrued interest in whole or in part at any time at a prepayment price equal to
(i) 125% of the principal amount plus accrued interest if the Company exercises its right in the first sixty (60) days
following the funding of the applicable tranche, (ii) 135% of the principal amount plus accrued interest if the Company
exercises its right between the 61
st
and 120
th
day, (iii) 140% of the principal amount plus accrued
interest if the Company exercises its right between the 121
st
and 180
th
day and (iv) 150% of the
principal amount plus accrued interest if the Company exercises its right between the 181
st
day to the calendar
day immediately preceding the maturity date. If an event of default as set forth in the Transaction Documents occurs, the
Buyer may declare the Note immediately due and payable and the Company will be obligated to pay a default amount equal to
150% of the principal amount plus accrued interest at the default rate.
The
Note is convertible into shares of the Company’s common stock at any time at a conversion price equal to the Variable Conversion
Price. The “Variable Conversion Price” is defined to mean 60% multiplied by the Market Price of the Company’s
common stock. The “Market Price” is defined to mean the lowest trading price during the 25 trading days ended on the
last trading day before the conversion date on the principal trading market for the Company’s common stock. The conversion
price is subject to adjustment for stock splits, reverse stock splits, stock dividends and certain other similar or dilutive transactions,
and subject to the Transaction Documents. In addition, if the Company’s common stock ceases to be DWAC eligible, the Variable
Conversion Price shall be reduced to 50% multiplied by the Market Price of the Company’s common stock.
The
Warrant entitles the holder to purchase up to 20,250 shares of the Company’s common stock at an exercise price equal to
$2.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and certain other similar or dilutive
transactions. The Warrant is also subject to cashless exercise in the event that the market price of the common stock is greater
than the exercise price. The Warrant will expire on December 3, 2021.
The
foregoing descriptions of the Purchase Agreement, Note and Warrant are qualified in their entirety by reference to terms of the
Purchase Agreement, Note and Warrant which have been filed as exhibits to this Current Report on Form 8-K.
ITEM 3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The
Note and the Warrant as well as the shares of the Company’s common stock into which the Note is convertible and for which
the Warrant is exercisable were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act of 1933, as amended, as the transactions did not involve a public offering and the securities were acquired
for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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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.
Dated: December 10, 2018
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ARISTA FINANCIAL CORP.
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By:
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/s/
Paul Patrizio
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Paul Patrizio
Chief Executive Officer
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