ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 25, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with each of Armada
Investment Fund, LLC, BHP Capital NY Inc. and Fourth Man, LLC (collectively, the “Investors”) wherein the Company
issued each of the Investors a Convertible Promissory Note (the “Notes”) dated July 29, 2019 in the amount
of $15,400 for a total of $46,200. The Notes have a term of one (1) year and are due on July 29, 2020 and bear interest
at 8% annually. As part and parcel of the foregoing transactions, each of the Investors was issued a warrant granting the holder
the right to purchase up to 256,667 shares of the Company’s common stock at an exercise price of $0.08 for a term of 5-years.
The transactions closed on July 29, 2019.
In
addition, 4,620,000 shares of the Company’s common stock have been reserved at Pacific Stock Transfer, our transfer agent,
for possible issuance upon the conversion of the notes into shares of our common stock.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above, the Company’s ability to pay any interest, additional
amount and principal on the Convertible Promissory Notes due July 29, 2020 (hereinafter the “Notes”),
the Company’s ability to satisfy the conditions under the Notes. The Company assumes no duty to update any forward-looking
statements other than as required by applicable law.
The
Notes and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with
information regarding the terms of the Notes, and not to provide shareholders and investors with any other factual information
regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties
in the Notes or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any
of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may
change after the date of the Notes, which subsequent information may or may not be fully reflected in the Company’s public
disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the
Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict
the representations and warranties in the Notes. The Company will provide additional disclosure in its public reports to the extent
that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that
might otherwise contradict the representations and warranties contained in the Notes and will update such disclosure as required
by federal securities laws. Accordingly, the Notes should not be read alone, but should instead be read in conjunction with the
other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference
into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files
with the SEC.