ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information set forth in Items 5.02 is incorporated into this Item 1.01 by reference.
Forbearance Agreement with Crown Capital
On March 12, 2019, we entered into a Securities Purchase Agreement (“SPA”) with Crown Bridge Parters, LLC, a New York limited liability company (“Purchaser”), pursuant to which we issued and sold to the Purchaser a convertible promissory note, executed on March 12, 2019 in the principal amount of $120,000 (the “Note”).
On December 23, 2019, we entered into Amendment #1 to the Note with Purchaser to refrain from converting the Note into shares of our common stock or declaring a default in not being able to so convert for the period beginning on December 23, 2019 to March 1, 2020. In exchange, we agreed to pay Purchaser a total of $22,500, which was paid before the deadline of January 15, 2020.
On March 2, 2020, we entered into Amendment #2 to the Note with Purchaser to cure all outstanding defaults and to refrain from converting the Note into share of our common stock or declaring a default in not being able to so convert for the period beginning on March 02, 2020 to April 06, 2020. In exchange, we agreed to pay the Purchaser $36,000 and $30,000 by March 6, 2020 and April 6, 2020, respectively, and to reserve 1,000,000 shares through an irrevocable instruction to our transfer agent, which shall be released to Purchaser when the payments have been made. First payment of $36,000 was done on Mach 06,2020.
Forbearance Agreement with Auctus Fund
On July 22, 2019, we entered into a Securities Purchase Agreement (“SPA”) with Auctus Fund, LLC, a Delaware limited liability company (“Purchaser”), pursuant to which we issued and sold to the Purchaser a convertible promissory note, executed on July 22, 2019 in the principal amount of $112,750 (the “Note”).
On January 1, 2020, we entered into Amendment #1 to the Note with Purchaser to refrain from converting the Note into shares of our common stock or declaring a default in not being able to so convert for the period beginning on January 1, 2020 to March 5, 2020. In exchange, we agreed to pay Purchaser a total of $20,000, which was paid before the deadline of January 20, 2020.
On March 2, 2020, we entered into Amendment #2 to the Note with Purchaser to cure all outstanding defaults and to refrain from converting the Note into share of our common stock or declaring a default in not being able to so convert for the period beginning on March 02, 2020 to date the note be declared in default. In exchange, we agreed to pay the Purchaser $100,000 and $100,000 by March 3, 2020 and April 6, 2020, respectively, and to reserve 5,000,000 shares through an irrevocable instruction to our transfer agent, which shall be released to Purchaser when the payments have been made. First payment of $100,000 was done on March 03, 2020.
The foregoing description of the Second Temporary Forbearance Agreement, Amendment #2 to the Crown Capital Note and Amendment #2 to the Auctus Note, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Temporary Forbearance Agreement, Amendment #2 to the Crown Capital Note and Amendment #2 to the Auctus Note, which are included in this Current Report as Exhibit 4.1, 4.2 and 4.3, and are incorporated herein by reference.