Current Report Filing (8-k)
January 25 2021 - 6:11AM
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): January 20, 2021
One
World Pharma, Inc.
(Exact
name of registrant as specified in charter)
Nevada
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333-200529
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61-1744826
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3471
West Oquendo Road, Suite 301 Las Vegas, NV
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89118
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(Address
of principal executive offices)
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(zip
code)
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Registrant’s
telephone number, including area code: (800) 605-3201
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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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(b))
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
January 20, 2021, One World Pharma, Inc. (the “Company”) completed the sale of a Promissory Note in the principal
amount of $290,000 (the “Note”) to AJB Capital Investments LLC (the “Investor”) for a purchase price of
$281,300, pursuant to a Securities Purchase Agreement between the Company and the Investor (the “Purchase Agreement”).
The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated
thereunder.
The
Note matures on October 20, 2021 (the “Maturity Date”), bears interest at a rate of 10% per annum, and, following
an event of default only, is convertible into shares of the Company’s common stock at a conversion price equal to the lesser
of 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20
trading day period preceding date of conversion of the Note. The Note is also subject to covenants, events of defaults, penalties,
default interest and other terms and conditions customary in transactions of this nature.
Pursuant
to the Purchase Agreement, the Company will pay a commitment fee to the Investor in the amount of $200,000 (the “Commitment
Fee”) in the form of 2,000,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During
the six month period following the six month anniversary of the closing date (the “Adjustment Period”), the Investor
shall be entitled to be issued additional shares of common stock of the Company to the extent the Investor’s sale of the
Commitment Fee Shares has resulted in net proceeds in an amount less than the Commitment Fee. If the Company repays the Note on
or prior to the Maturity Date, the Company may redeem 1,000,000 of the Commitment Fee Shares for a nominal redemption price of
$1.00.
The
obligations of the Company to the Investor under the Note and the Purchase Agreement are secured by a lien on the Company’s
assets pursuant to a Security Agreement between the Company and the Investor.
The
information set forth above is qualified in its entirety by reference to the actual terms of the Note, the Purchase Agreement,
and the Security Agreement, which have been filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form
9-K, and which are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
4.1
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Promissory Note of One World Pharma, Inc. in the principal amount of $290,000 issued to AJB Capital Investments LLC, dated January 20, 2021
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Exhibit
10.1
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Securities Purchase Agreement, dated as of January 20, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC
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Exhibit
10.2
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Security Agreement, dated as of January 20, 2021, between One World Pharma, Inc. and AJB Capital Investments LLC
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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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One
World Pharma, Inc.
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Date:
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January
25, 2021
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By:
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/s/
Bruce Raben
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Name:
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Bruce
Raben
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Title:
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Interim
Chief Financial Officer
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One World Products (QB) (USOTC:OWPC)
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