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Item 1.02
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Entry into Termination of a Material Definitive Agreement.
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Redemption of Certain Previously Issued Convertible Notes
As a part of its recently announced initiative to eliminate its convertible note financings, on November 25, 2019 True Nature Holding, Inc. (the "Company") paid in full two previously issued convertible notes: (i) the BHP Bridge Note dated June 4, 2019, whose face amount was $38,500 was paid in full for $54,495; and (ii) the Armada Bridge Note dated June 10, 2019, whose face amount was $38,500 was paid in full for $54,495 on November 25, 2019 in both cases including accrued interest and fees. The Company has plans in place to continue such payments on any remaining convertible notes, such that it will eliminate all shares issued in conjunction with discounted convertible notes.
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Item 1.01
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Entry into Material Definitive Agreement.
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Sale and Issuance of Eagle Equities, LLC Term Note
The Company entered into a Securities Purchase Agreement and Promissory note dated November 22, 2019, and funded on November 25, 2019 in the net amount of $256,000. The lender was Eagle Equities, LLC. The new note carries an 12% interest rate, and has a maturity date of twelve (12) months from the date of execution. The Company may prepay the note, and management intends to fulfil this option, at a premium of 110% to 140% of principal and interest between the date of issuance and 180 days thereafter. Should the note not be paid in full, any remaining balance, at any time after 180 days after issuance maybe convertible into the Company’s common stock at a conversion price for each share of common stock equal to 60% of the lowest traded price of the Company's common stock for the 20 prior trading days including the day upon which a notice of conversion is received by the Company. The use of proceeds requires the Company to redeem certain previously issued convertibles notes, and there is a prohibition in the agreement against additional discounted convertible notes.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Eagle Equities, LLC Note, the Eagle Equities, LLC SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Eagle Equities, LLC Note, the Eagle Equities, LLC SPA, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference
Sale and Issuance of Power Up Lending Term Note
The Company entered into a Securities Purchase Agreement ("SPA") and Promissory note dated November 11, 2019, and funded on November 13, 2019 in the net amount of $73,000. The lender was Power Up Lending Group, LTD. ("Power Up"). The new note carries an 12% interest rate, and has a maturity date of twelve (12) months from the date of execution. The Company may prepay the note, at a premium payment percentage of 135% to 150% between the date of issuance and 180 days thereafter Should the note not be repaid in full any balance may be converted into the .Company's common stock, at any time after 180 days after issuance at a 45% discount to the market price. The market price means the lowest trading price during the 25 trading days ending on the last complete trading day prior to delivery of the conversion notice
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Power Up Note, the Power Up SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Power Up Note, the Power Up SPA, filed as Exhibits 10.3, 10.4, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.