Item 1.01 Entry into a Material Agreement
Amendment
to the Eagle Securities Purchase Agreement
On
January 27, 2020, The Greater Cannabis Company, Inc. (the “Company”) entered into an amendment to the securities purchase
agreement (the “SPA”) with Eagle Equities, LLC (“Eagle”) that was signed and delivered on February 12,
2019 pursuant to which the Company and Eagle agreed as follows:
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1.
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Section
2(c) of the SPA beginning on the 6th line down with the with the words “A
subsequent closing” is amended to read in pertinent part as follows:
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A
subsequent closing of an additional $150,000 in net proceeds to the Company note shall occur on the filing of the Company’s
resale registration statement covering the $1,200,000 Note (the “Eagle Note”) being purchased in the SPA. An additional
closing of $85,000 in net proceeds to the Company shall occur on the effectiveness of such registration statement, provided that
the shares registered under the registration statement are not less than 25,000,000 shares. In addition, the Company agrees to
reserve with its transfer agent, 400% of the discount value of the funded balance of the Note at each closing.
All
other terms of the SPA remain in full force and effect.
A
resale registration statement covering the Eagle Note has been filed and the Company received an additional $150,000 in net proceeds.
GW
Note
On
January 27, 2020 (the “Issue Date”), the Company issued a 6% Convertible Redeemable Note to GW Holdings Group, LLC
(“GW”), having a principal amount of $166,500 of which $13,500 constituted an original issue discount (the “GW
Note”). In connection with the GW Note, the Company and GW entered into a Securities Purchase Agreement. The GW Note will
mature on January 27, 2021. The GW Note may be pre-paid in whole or in part by paying GW the following premiums:
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PREPAY
DATE
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PREPAY
AMOUNT
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≤
30 days
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105%
* (Principal + Interest (“P+I”)
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31-
60 days
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110%
* (P+I)
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61-90
days
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115%
* (P+I)
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91-120
days
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120%
* (P+I)
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121-150
days
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125%
* (P+I)
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151-180
days
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130%
* (P+I)
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Any
amount of principal or interest on the GW Note, which is not paid when due shall bear interest at the rate of twenty four (24%)
per annum from the due date thereof until the same is paid (“Default Interest”).
GW
has the right beginning on the date which is one hundred eighty (180) days following the Issue Date to convert all or any part
of the outstanding and unpaid principal amount of the GW Note into fully paid and non-assessable shares of common stock of the
Company at the conversion price (the “Conversion Price”). The Conversion Price shall be, equal to 55% of the lowest
closing price of the Company’s common stock as reported on the National Quotations Bureau OTC Market exchange which the
Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”),
for the fifteen prior trading days including the day upon which a Notice of Conversion is received by the Company. The GW Note
contains other customary terms found in like instruments for conversion price adjustments. In the case of an Event of Default
(as defined in the GW Note), the GW Note shall become immediately due and payable and interest shall accrue at the rate of Default
Interest. Certain events of default will result in further penalties.
The Company has also agreed to amend its
registration statement on Form S-1 (333-235938) filed with the SEC on January 16, 2020 to include and register an aggregate 5
million (5,000,000) shares of Common Stock issuable upon the conversion of the GW Note by GW.