Convertible Promissory Note to Mark T. Wood
On January 22nd, 2014, DIBZ International Inc, (“ DIBZ ”) issued a Convertible Promissory Note dated December
22nd, 2014 (“Note”) in the principal amount of $75,000 with an interest rate of 9% per annum pursuant to the terms
of the Convertible Promissory Note Agreement between DIBZ International Inc, a Nevada corporation, and Mark T
Wood (“WOOD”) (the “Note”). The transaction was completed on December 22nd, 2014. The Wood Note
matures on December 22nd, 2016 (“Maturity Date”).
The Note may be prepaid only during the first thirty days following its issuance with payment of 125% of the face
value plus accrued interest. Any amount of principal or interest on this Note which is not paid when due shall bear
interest at the rate of twenty two percent (18%) per annum from the due date thereof until the same is paid.
The Conversion Price shall be 55% multiplied by the Market Price (representing a discount rate of 55%). Market
Price means the average of the lowest five (5) Trading Prices for the Common Stock during the ten (10) Trading
Day period ending on the latest complete Trading Day prior to the Conversion Date.
DIBZ claims an exemption from the registration requirements of the Securities Act of 1933, as amended (“ Act ”),
for the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the
transaction did not involve a public offering. Mark T Wood is an accredited investor, Wood had access to
information about DIBZ and its investment, Wood took the securities for investment and not resale, and DIBZ took
appropriate measures to restrict the transfer of the securities.
The foregoing descriptions of the Mark T Wood and Asset Purchase Agreement and operations thereof are qualified
in their entirety by reference to such Promissory Note, which is filed as Exhibit 10.19 hereto and are incorporated
herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of Registrant
The disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item 3.02 Unregistered Sales of Equity Securities
The disclosures in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
Item 9.01 Financial Statement and Exhibits
(d)Exhibits. Assets & Operations
Exhibit
Number Description
10.19
Convertible Promissory Note Agreement between DIBZ International Inc; and Mark T
Wood; dated December 22, 2014. Filed herewith.
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