Current Report Filing (8-k)
December 29 2016 - 4:02PM
Edgar (US Regulatory)
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):
December 28, 2016
QPAGOS
(Exact name of registrant as specified in
charter)
Nevada
(State or other jurisdiction of incorporation)
333-192877
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33-1230229
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(Commission File Number)
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(IRS Employer Identification No.)
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Paseo del la Reforma 404 Piso 15 PH
Col. Juarez, Del. Cuauhtemoc
Mexico, D.F. C.P. 06600
(Address of principal executive offices)
1900 Glades Road, Suite 265
Boca Raton, Florida 33431
(Mailing Address)
+52 (55) 55-110-110
(Registrant’s telephone number, including
area code)
(Former Name and Former Address)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On December 28, 2016, QPAGOS, a Nevada
corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with Power Up Lending Group Ltd. (the “Purchaser”), pursuant to which the Company issued to the Purchaser a Convertible
Promissory Note (the “Note”) in the aggregate principal amount of $77,000. The Note has a maturity date of September
30, 2017 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent (8%)
per annum from the date on which the Note is issued (the “Issue Date”) until the same becomes due and payable, whether
at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note, provided it
makes a payment to the Purchaser as set forth in the Note. The transactions described above closed on December 28, 2016.
The outstanding principal amount of the
Note (if any) is
convertible
at any time and from time to time at the election of the Purchaser
during the period beginning on the date that is 180 days following the Issue Date into shares of
the
Company’s
common stock, par value $0.0001 per share (the “Common Stock”)
at
a conversion price set forth in the Note, subject to adjustment as set forth in the Note
. In addition, upon the occurrence
and during the continuation of an Event of Default (as defined in the Note), the Note shall become immediately due and payable
and the Company shall pay to the Purchaser, in full satisfaction of its obligations hereunder, additional amounts as set forth
in the Note.
The Note contains certain covenants, such
as restrictions on (i) distributions on capital stock, (ii) stock repurchases, (iii) the incurrence of indebtedness, and (iv) sales
of assets and the transfer of assets. The Note also contains certain anti-dilution provisions that apply in connection with any
stock split, stock dividend, stock combination, recapitalization or similar transactions. In addition, subject to limited exceptions,
the Purchaser will not have the right to convert any portion of the Note if the Purchaser, together with its affiliates, would
beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving
effect to its conversion.
The foregoing description of the
terms of the Note and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference
to the provisions of such agreements, the forms of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report
on Form 8-K.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
of a Registrant.
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The information required by this Item 2.03
is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 2.03.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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The information required by this Item 3.02
is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 3.02. The Note and the
shares of Common Stock issuable upon conversion of the Note were issued without registration under the Securities Act of 1933,
as amended (the “Securities Act”), based on the exemption from registration afforded by Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are filed with this Current Report on
Form 8-K:
Exhibit 4.1
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Convertible Promissory Note
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Exhibit 10.1
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Securities Purchase Agreement, dated December 28, 2016, by and between QPAGOS and Power Up Lending Group Ltd.
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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.
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QPAGOS
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Date: December 29, 2016
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By:
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/s/ Gaston Pereira
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Name: Gaston Pereira
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Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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4.1
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Convertible Promissory Note
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10.1
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Securities Purchase Agreement, dated December 28, 2016, by and between QPAGOS and Power Up Lending Group Ltd.
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