0000225211 false 0000225211 2022-09-26
2022-09-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
September 26, 2022
Touchpoint Group Holdings Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-36530 |
|
46-3561419 |
State
of Incorporation |
|
Commission
File Number |
|
IRS
Employer I.D. Number |
4300 Biscayne Blvd, Suite 203
Miami,
Florida33137
(Address
of Principal Executive Offices)
Registrant’s
telephone number: (305)
420-6640
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 (see General Instruction A.2.
below):
|
☐ |
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(g) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Common Stock, par value $0.000001 |
|
TGHI |
|
NONE |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☐
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
Secured
Note and warrants Purchase
On
September 26, 2022, we, Touchpoint Group Holdings Inc. entered into
a Securities Purchase Agreement (dated September 23, 2022) with
Mast Hill Fund, L. P. (“Mast Hill”), whereby in consideration of
$63,900, we issued to Mast Hill a senior secured convertible
promissory note (“Note”) in the principal amount of $71,000 and
common stock purchase warrants to purchase 100,000,000 shares of
our common stock (the “First Warrant”) and 100,000,000 shares of
our common stock (the “Second Warrant”), respectively. The
principal amount of the Note and all interest accrued thereon are
payable on September 23, 2023. The Note provides for interest at
the rate of 12% per annum, payable at maturity, and is convertible
into shares of our common stock at a price of $0.0003 per share,
subject to anti-dilution adjustments in the event of certain
corporate events as set forth in the Note. In addition, subject to
certain limited exceptions, if at any time while the Note remains
outstanding, we grant any option to purchase, sell or grant any
right to reprice, or otherwise dispose of, issue or sell any shares
of our common stock or securities or rights convertible into or
exercisable for shares of our common stock, at a price below the
then conversion price of the Note, the holder of the Note shall
have the right to reduce the conversion price to such lower price.
Further, if we or one of our subsidiaries issues any security or
amends any security outstanding upon issuance of the Note and Mast
Hill reasonably believes that such security contains a term in
favor of the holder thereof which is more favorable than the terms
contained in the Note, such as provisions relating to prepayment,
original issue discounts and interest rates, then upon request of
Mast Hill, such term shall become part of the transaction documents
exchanged with Mast Hill in connection with the sale of the
Note.
In addition to the obligation to repay the Note at maturity, the
Note provides that if at any time prior to repayment or full
conversion of the Note we receive cash proceeds from various
sources, including payments from customers, Mast Hill has the right
to demand that up to 50% of the amount received be applied to the
payment of amounts due under the Note. The
Note also grants to Mast Hill a right of first refusal to provide
financing to us on such terms as might be offered by a third
party.
Payment
of all amounts due under the Note is secured by a lien on
substantially all of our assets and those of our subsidiaries in
accordance with the terms of the Security Agreement entered into
concurrently with the Note.
Pursuant
to the Securities Purchase Agreement we granted Mast Hill “piggy
back” registration rights with respect to the securities issuable
upon conversion of the Note and exercise of the First and Second
Warrant.
The
First Warrant is exercisable until September 23, 2027, at a price
of $0.0006 per share, subject to customary anti-dilution
adjustments. In addition, subject
to certain limited exceptions, if at any time while the First
Warrant remains outstanding, we grant any option to purchase, sell
or grant any right to reprice, or otherwise dispose of, issue or
sell any shares of our common stock or securities or rights
convertible into or exercisable for shares of our common stock, at
a price below the then exercise price of the First Warrant, the
holder of the First Warrant shall have the right to reduce the
exercise price to such lower price. The First Warrant may also be
exercised by means of a “cashless exercise” in accordance with the
formula provided in the Warrant.
The
Second Warrant only becomes exercisable upon the occurrence of an
Event of Default (as defined in the Note) and, upon such
occurrence, remains exercisable for a period of five years and will
be cancelled if the Note is satisfied by its maturity date and
prior to an Event of Default. The price payable upon exercise of
the Second Warrant is $0.0006 per share, subject to customary
anti-dilution adjustments. In
addition, subject to certain limited exceptions, if at any time
while the Second Warrant remains outstanding, we grant any option
to purchase, sell or grant any right to reprice, or otherwise
dispose of, issue or sell any shares of our common stock or
securities or rights convertible into or exercisable for shares of
our common stock, at a price below the then exercise price of the
Warrant, the holder of the Second Warrant shall have the right to
reduce the exercise price to such lower price. The Second Warrant
may also be exercised by means of a “cashless exercise” in
accordance with the formula provided in the
Warrant.
Each
of the Note, the First Warrant and the Second Warrant contains a
“blocker” limiting the number of shares which may be acquired at
any time to such amount as would not cause the holder of the Note
and Warrants, and its affiliates as defined in the Note, to be
deemed to hold more than 4.99% of the number of shares of common
stock outstanding as of the date of the proposed
acquisition.
Termination
of “Leak Out” Provisions
On
September 21, 2022, we entered into a Global Amendment with Mast
Hill whereby the “leak out” provisions with respect to the shares
issuable upon conversion or exercise of the promissory notes and
warrants previously issued to Mast Hill as more fully described
below, were deleted from the Securities Purchase Agreements
pursuant to which such promissory notes and warrants were issued
and therefore, are of no further force and effect.
We had previously entered into (i) a Securities
Purchase Agreement dated October 29, 2021 (the “First Agreement”),
whereby we issued to Mast Hill a promissory note in the principal
amount of $810,000 and a Warrant (as defined in the First
Agreement), which First Agreement, Note and Warrant were amended
pursuant to the Amendment #1 dated March 25, 2022; (ii)
a Securities Purchase Agreement
dated March 28, 2022 (the “Second Agreement”), whereby we issued to
Mast Hill a promissory note in the principal amount of $625,000 and
Warrants (as defined in the Second Agreement), which Second Note
was amended pursuant to the Amendment #1 dated April 4, 2022;
(iii) a Securities Purchase
Agreement dated April 11, 2022 (the “Third Agreement”), whereby we
issued to Mast Hill a promissory note in the principal amount of
$275,000 and Warrants (as defined in the Third Agreement);
(iv) a Securities Purchase
Agreement dated June 7, 2022 (the “Fourth Agreement”), whereby we
issued to Mast Hill a promissory note in the principal amount of
$225,000 and Warrants (as defined in the Fourth Agreement);
and (v) a Securities Purchase
Agreement dated July 18, 2022 (the “Fifth Agreement”), whereby we
issued to Mast Hill a promissory note in the principal amount of
$115,000 and Warrants (as defined in the Fifth
Agreement).
The
Global Amendment eliminates the leak out provisions applicable to
the shares issuable upon exercise of each of the Notes and Warrants
referenced in the immediately preceding paragraph by deleting (i)
Section 2 from the Amendment #1 dated March 25, 2022 and (ii)
Section 8(q) from each of the Second, Third, Fourth and Fifth
Agreements referred to above.
Item 8.01
Other Events.
As a
result of the inability of our subsidiary, Air Race Limited, to
secure sufficient financing in the form of investments or
sponsorships, and the failure of counterparties to advance funds in
the amounts agreed upon, Air Race Limited will not be staging any
air races for the foreseeable future. Moreover, our Board of
Directors has authorized management to dispose of our interest in
Air Race Limited.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Securities
Purchase Agreement dated September 23, 2022, between Touchpoint
Group Holdings Inc. and Mast Hill Fund, L. P. |
|
|
|
10.2 |
|
Senior
Secured Promissory Note dated September 23, 2022, issued to Mast
Hill Fund, L. P. |
|
|
|
10.3 |
|
Security
Agreement dated September 23, 2022, in favor of Mast Hill Fund, L.
P. |
|
|
|
10.4 |
|
Common
Stock Purchase Warrant to Purchase 100,000,000 shares of common
stock dated September 23, 2022. |
|
|
|
10.5
|
|
Common
Stock Purchase Warrant to Purchase 100,000,000 shares of common
stock dated September 23, 2022.
|
|
|
|
10.6
|
|
Global Amendment between Touchpoint
Group Holdings Inc. and Mast Hill Fund, L. P. dated September 21,
2022.
|
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.
Dated:
September 29, 2022
|
TOUCHPOINT
GROUP HOLDINGS INC. |
|
|
|
|
By: |
/s/
Martin Ward |
|
|
Mark
Ward, Chief Financial Officer |
TouchPoint (PK) (USOTC:TGHI)
Historical Stock Chart
From May 2023 to Jun 2023
TouchPoint (PK) (USOTC:TGHI)
Historical Stock Chart
From Jun 2022 to Jun 2023