ITEM 1.01 ENTRY INTO MATERIAL
DEFINITIVE AGREEMENT.
On 05 April 2023, BoxScore
Brands, Inc. (the “Company”) closed transactions (the “Convertible Notes Offering”) under a series
of Note Purchase Agreements (the “Purchase Agreements”) with four (4) investors identified therein and below (the “Purchasers”)
pursuant to which, among other things, the Purchasers, subject to the satisfaction or waiver of the conditions set forth in the Purchase
Agreement, purchased from the Company certain convertible notes (the “Convertible Notes”) with an aggregate principal
amount of One Million Five Hundred Thousand Dollars ($1,500,000). The Company received net proceeds of $1,447,500 through the Convertible
Notes Offering.
The Convertible Notes provide
for a maturity of 12-months; 7.5% interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the
“Issuance Date”). The Convertible Notes are convertible into shares of common
stock of the Company (the “Conversion Shares”) as follows:
(a) The
Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher
exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist
(either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall
be equal to:
(1) 75% of the price under the Triggering
Transaction if within 120-days of the Issuance Date;
(2) 70%
of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;
(3) 65%
of the price under the Triggering Transaction if more than 150-days of the Issuance Date.
(b) The
Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date.
The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65% of the volume weighted average price for
the Company’s common stock during the 20-consecutive trading days preceding the conversion.
The Purchasers, none of whom
were related parties to the Company, were the following, in the respective amounts: Kings Wharf Opportunities Fund, LP, a Delaware limited
partnership, for $750,000; Leviston Resources LLC, a Delaware limited liability company, for $350,000.00; Candace Shira & Marvin Engle,
husband and wife, for $200,000; and, Linda Shira, for $200,000. The Convertible Notes were issued in a private placement to accredited
investors in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended from time-to-time.
The foregoing description
of the Convertible Notes Offering does not purport to be complete, and is qualified in its entirety by reference to the form of Purchase
Agreement and the form of Convertible Note, copies of which are attached and filed as Exhibit 10.1 and 4.1 to this Current Report on Form
8-K, respectively, and are incorporated herein by reference.