Current Report Filing (8-k)
March 03 2023 - 06:01AM
Edgar (US Regulatory)
0001391426 false 0001391426 2023-02-17
2023-02-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
February 17, 2023
Clean Vision Corporation
(Exact name of registrant as specified in its charter)
Nevada |
|
024-11501 |
|
85-1449444 |
(State or Other
Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
2711 N. Sepulveda Blvd.
Suite 1051
Manhattan Beach,
CA
90266
(Address of Principal Executive Offices) (Zip Code)
(424)
835-1845
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
None
Item 1.01. Entry into a Material Definitive Agreement.
On February 17, 2023, Clean Vision Corporation (the “Company”)
entered into a securities purchase agreement (the “Purchase
Agreement”) with an accredited investor (the “Investor”), pursuant
to which the Investor purchased a senior convertible promissory
note (the “Note”) in the original principal amount of $2,500,000
and a warrant to purchase 29,434,850 shares of the Company’s common
stock (the “Warrant”). Pursuant to the terms of the Purchase
Agreement, the Company and the Investor provided customary
representations and warranties to each other. The transactions
contemplated under the Purchase Agreement closed on February 21,
2023.
Convertible Promissory Note
The maturity date of the Note is February 21, 2024 (the “Maturity
Date”). The Note bears interest at a rate of 5% per annum. The Note
carries an original issue discount of 2%. The Company may not
prepay any portion of the outstanding principal amount, accrued and
unpaid interest or accrued and unpaid late charges on principal and
interest, if any, except as specifically permitted by the terms of
the Note.
At any time, the Company shall have the right to redeem all, but
not less than all, of the conversion amount then remaining under
the Note (the “Company Optional Redemption Amount”) on the Company
Optional Redemption Date (a “Company Optional Redemption”). The
portion of this Note subject to redemption shall be redeemed by the
Company in cash at a price equal to the greater of (i) 120% of the
Conversion Amount being redeemed as of the Company Optional
Redemption Date and (ii) the product of (1) the Conversion Rate
with respect to the Conversion Amount being redeemed as of the
Company Optional Redemption Date multiplied by (2) the greatest
Closing Sale Price of the Common Stock on any Trading Day during
the period commencing on the date immediately preceding such
Company Optional Redemption Notice Date and ending on the Trading
Day immediately prior to the date the Company makes the entire
payment required. The Company may exercise its right to require
redemption under the Note by delivering a written notice thereof by
electronic mail and overnight courier to all, but not less than
all, of the holders of Notes (the “Company Optional Redemption
Notice”).
The Note set forth certain standard events of default (such event,
an “Event of Default”), which, upon such Event of Default, requires
the Company within one (1) Business Day to deliver written notice
thereof via electronic mail and overnight courier to the Holder (an
“Event of Default Notice”). At any time after the earlier of the
Holder’s receipt of an Event of Default Notice and the Holder
becoming aware of an Event of Default, the Holder may require the
Company to redeem (regardless of whether such Event of Default has
been cured) all or any portion of the Note by delivering written
notice thereof.
Warrant
The Warrant is exercisable for shares of the Company’s common stock
(the “Warrant Shares”) at a price of $0.845 per share (the
“Exercise Price”) and expires five years from the date of issuance.
The Exercise Price is subject to customary adjustments for stock
dividends, stock splits, recapitalizations and the like.
RRA
The Company has also entered into a Registration Rights Agreement
(the “Registration Rights Agreement”) to file with the Securities
and Exchange Commission (the “SEC”) a Registration Statement
covering the resale of all of the registrable securities under the
Registration Rights Agreement.
All capitalized terms not defined herein shall have their
respective meanings as set forth in the Purchase Agreement, Note,
Warrant and RRA. The foregoing descriptions of the Note, Warrant,
RRA and Purchase Agreement do not purport to be complete and each
is qualified in its entirety by reference to the full text of the
Note, Warrant, RRA and Purchase Agreement.
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.
|
CLEAN VISION
CORPORATION |
|
|
Date: February 23,
2023 |
By: |
/s/ Daniel
Bates |
|
Name: |
Daniel
Bates |
|
Title: |
Chief
Executive Officer |
Clean Vision (QB) (USOTC:CLNV)
Historical Stock Chart
From May 2023 to Jun 2023
Clean Vision (QB) (USOTC:CLNV)
Historical Stock Chart
From Jun 2022 to Jun 2023