Item 1.01. Entry into Material Definitive Agreement.
On March 1, 2016, Lifelogger Technologies Corp. (the “Company”) entered into a Debt Settlement Agreement (the “Agreement”) with Glamis Capital SA (“Glamis”). Pursuant to the terms of the Agreement, the parties agreed to settle all of the outstanding debt pursuant to that certain promissory note, as amended (the “Note”) issued by the Company to Glamis on July 20, 2015 in the original principal amount of $200,000, as amended to reduce the principal balance on the face of the Note from $200,000 to $135,000. (the “Debt”). Pursuant to the terms of the Agreement, Glamis converted the Debt, which totaled $142,402.74, including $135,000 of principal and $7,402.74 of accrued and unpaid interest, into a total of 1,808,288 shares of the Company’s common stock (representing a conversion price of approximately $0.07875per share). The conversion is subject to the ownership limitations contained in the Agreement, which provide that Glamis shall not be entitled to convert its portion of the Note in excess of that portion of the Note upon conversion of which the sum of (1) the number of shares of Company common stock beneficially owned by Glamis and its affiliates and (2) the number of shares of Company commons stock issuable upon the conversion of the portion of the Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Glamis and its affiliates of more than 4.99% of the Company’s outstanding shares at that time.
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