It's all done for this company. They are about to dump 750,000,000 shares into the market. That's why there is all this volume and the stock does not move.
This stock will be .00000001 very soon.
I can hear the fat lady singing.
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): September 17, 2015
HIGH PERFORMANCE BEVERAGES COMPANY
(Exact name of registrant as specified in its charter)
Nevada
333-170393
27-3566307
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5137 E. Armor St., Cave Creek, AZ 85331
(Address of principal executive offices) (Zip code)
602.326.8290
(Registrant's telephone number, including area code)
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))
Item 1.01. Entry into a Material Definitive Agreement.
On September 17, 2015, High Performance Beverages Company (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Centaurian Fund, L.P. (“Centaurian”). In accordance with the Settlement Agreement, the Company agreed to issue to Centaurian a convertible promissory note in the principal amount of $240,500 (the “Note”), in exchange for the return and cancellation of certain outstanding debt held by Centaurian. The debt was comprised of an aggregate of $240,500 of principal and interest on i) a convertible debenture in the original principal amount of $60,000 issued to Centaurian on April 30, 2013, ii) a senior secured convertible promissory note with an original principal balance of $100,000, which Centaurian had assumed from Mr. Pierce Csurgo on June 17, 2013, and iii) a convertible note with an original principal amount of $42,000 issued to Centaurian on March 31, 2014 (collectively, the “Cancelled Debt”).
The Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at any time at Centaurian’s option. It is convertible at a price per share equal to fifty percent (50%) of the lowest closing bid price or closing sale price for a share of Common Stock during the ten (10) consecutive trading days immediately preceding the date of conversion (the “Conversion Price”), to be adjusted for any stock splits, stock dividends, stock combinations, re-classifications or other similar corporate actions. No effect shall be given to conversions that would result in Centaurian or its affiliates holding an aggregate of more than 4.99% of the Company’s outstanding Common Stock, which may be increased at Centaurian’s option to 9.99% upon sixty-one (61) days’ prior notice to the Company. If at any time after September 17, 2015 the Company issues or sells any shares of Common Stock for consideration per share (the “New Issuance Price”) lower than the Conversion Price the Conversion Price in effect shall be reduced to the New Issuance Price.
The Note shall mature on the earlier of (i) December 3, 2015, (ii) the consummation of a Major Transaction (as defined in the Note) or (iii) an Event of Default (as defined in the Note) (the “Maturity Date”). The Note shall bear interest at a rate of ten percent (10%) per annum (the “Interest Rate”), but the Interest Rate shall be increased to twenty-two percent per annum (22%) immediately upon the occurrence of and for the duration of an Event of Default (the “Default Interest Rate”). In the event the Event of Default is cured, the Default Interest Rate will no longer be effective and the Interest Rate will apply. Prior to the Maturity Date, the Company may prepay, without penalty, all or any portion of the Note and interest thereon upon not less than ten (10) days’ written notice to Centaurian.
In accordance with the Settlement Agreement and the Note, the Company has authorized VStock Transfer, LLC, the Company’s transfer agent, to set aside an initial reserve of five hundred million (500,000,000) shares of Common Stock for Centaurian’s conversion of the Note, and the Company has agreed that not later than October 8, 2015, to instruct VStock Transfer, LLC to reserve an additional two hundred fifty million (250,000,000) shares of Common Stock, for an aggregate reserve of seven hundred and fifty million (750,000,000) shares of Common Stock.
The foregoing descriptions of the Settlement Agreement and the Note is qualified in its entirety by reference to the full text of the Settlement Agreement which is filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
The information reported in Item 1.01 is incorporated by reference into this Item 3.02.
On September 16, 2015, the Board of Directors of the Company approved and authorized the issuance of the Settlement Shares in partial satisfaction of its obligations under the Settlement Agreement. The issuance of the Settlement Shares is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1
Settlement Agreement dated September 17, 2015
10.2
Convertible Note dated September 17, 2015
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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.
DETHRONE ROYALTY HOLDINGS, INC.
Dated: September 22, 2015
By:
/s/ Toby McBride
Name:
Toby McBride
Title:
Chief Executive Officer
?
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Exhibit 10.1
SETTLEMENT AGREEMENT
This settlement agreement (hereinafter "Agreement") is entered into as of September , 2015 (the "Effective Date") by and among High Performance Beverages Co. ("TBEV") and Centaurian Fund, L.P. ("Centaurian") (collectively, the "Parties) as follows:
WHEREAS, Centaurian purchased an 18% Senior Convertible Debenture in the principal amount of $60,000 (the "Debenture") from TBEV and TBEV did not repay the Debenture on or before the maturity date;
WHEREAS, Centaurian assumed an outstanding $100,000 note issued by TBEV pursuant to an Amended and Restated Senior Secured Convertible Promissory Note (the "Senior Secured Note") and TBEV did not repay the Senior Secured Note on or before the maturity date;
WHEREAS, Centaurian purchased a convertible note with a principal balance of $42,000 (the "Note") from TBEV and TBEV did not repay the Note on or before the maturity date, although a portion of principal of the Note was converted to TBEV common stock;
WHEREAS, the Debenture, the Senior Secured Note, and the Note required TBEV to reserve a sufficient amount of shares of its Common Stock (the "Common Stock") to convert all amounts owed by the TBEV to Centarian under the Debenture, the Senior Secured Note and the Note (collectively, the "3 Instruments"), into shares of Common Stock;
WHEREAS, as of the date of this Agreement, the 3 Instruments are convertible into hundreds of thousands of shares of Common Stock; and
WHEREAS, TBEV does not have sufficient funds to pay all amounts due under the 3 Instruments, the Debenture, the Senior Secured Note, and the Note.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and subject to the terms and conditions set forth below, the Parties agree as follows:
1.
Issuance of a New Note. As a condition to and in partial consideration of Centurian entering into this Agreement, TBEV shall issue a new convertible promissory note to Centaurian in the face amount of $240,500 in the form and having the terms set forth in Exhibit A to this Agreement (the "New Note"), solely in exchange for the 3 Instruments. The New Note, matures on December 3, 2015, unless earlier pursuant to the terms set of the Note. Upon issuance of the New Note, the Debenture, the Senior Secured Note and the Note shall be cancelled.
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2.
Centaurian Reserve. On or about September 3, 2015, and prior to the execution of this Agreement, TBEV issued irrevocable instructions to VSTOCK Transfer, Inc., the Company's stock transfer agent (the "Transfer Agent"), dated September 3, 2015 (the "Prior TA Letter") to irrevocably and immediately segregate and reserve 500,000,000 shares of its Common Stock (the "500,000,000 Initial Share Reserve") to be used solely for the conversion by Centurian of amounts owed by the TBEV to Centurian under the 3 Instruments into shares of Common Stock. It is hereby agreed that as a condition to and as partial consideration of Centurian entering into this Agreement, upon execution of this Agreement and the simultaneous delivery of the New Note to Centurian by TBEV, TBEV shall issue and deliver an amended and restated letter to the Transfer Agent and Centurian, in the foini annexed hereto as Exhibit B (the "AR-TA Letter"), which AR-TA Letter amends and restates the Prior TA Letter to provide that (i) the 500,000,000 Initial Share Reserve shall be used solely to issue shares of Common Stock to Centurian upon conversion of the New Note (and for such other items related to the New Note as the parties hereto may subsequently agree in writing); and (ii) the 3 Instruments were exchanged solely for the New Note and thereafter cancelled. The parties hereto acknowledge that as of the date hereof, the 500,000,000 shares of Common Stock constituting the 500,000,000 Initial Share Reserve has been reduced to effectuate the issuance of shares of Common Stock to Centurian upon conversion by Centurian of $22,500 of the 3 Instruments pursuant to a conversion notice dated and delivered to the Transfer Agent on or about September 3, 2015 by Centurian. The Parties hereto further agree that (i) no later than October 8, 2015, TBEV shall pursuant to irrevocable written instructions to the Transfer Agent irrevocably and immediately segregate and reserve an additional 250,000,000 shares of its Common Stock to be used solely for the conversion of all amounts owed under and as represented by the New Note (the "Additional TA Letter"), which instruction letter shall be in substantially the same form as the Prior TA Letter (and shall be in form and substantially reasonably satisfactory to the Centurian), and as a result the Initial Share Reserve shall be increased from 500,000,000 shares to 750,000,000 shares (less any shares issued to conversion notice prior to October 8, 2015) , and (ii) on the date hereof, the Company shall provide to Centurian a fully-executed unanimous written consent of its Board of Directors authorizing and/or ratifying, as the case may be, this Agreement, and all transactions contemplated herein, in the form annexed hereto as Exhibit C. In the event that TBEV fails to deliver to the Transfer Agent the AR/TA Letter, within two business days from the date hereof, or the New TA Letter by October 8. 2015, Centaurian may, at its option, declare this Settlement Agreement and the release hereunder, to be null and void, declare an Event of Default under the New Note and/or take any other action available to it at law, and/or equity, under the 3 Prior Instruments or New Note, but not both the Prior Instrument and New Note, and/or otherwise, all such remedies shall be cumulative.
3.
Limited Release by Centaurian. In consideration of the covenants herein, Centaurian, on behalf of itself and its officers, directors, members, managers, owners, successors andassigns, releases TBEV, and each of its officers, directors, shareholders, employees, members, managers, owners, attorneys, agents, servants, partners, representatives, heirs, estates, beneficiaries, executors, trustees, predecessors, legatees, administrators, fiduciaries, participants, and successors and assigns, in an individual and corporate capacity (collectively, the "TBEV Released Parties") from, any and all manner of rights, claims, actions, accounts, sums of money, demands, liens, levies, attachments, judgments, writs of execution, contracts, debts, controversies, agreements, liabilities, damages and causes of action whatsoever, whether known or unknown, liquidated or unliquidated, contingent or otherwise, suspected or unsuspected, which Centaurian may now or hereafter have, own or claim to have against the Released Parties, relating to or arising out of the Debenture, the Senior Secured Note, and the Note except for the conversion of $22,500 of amounts owed under the Senior Secured Note into shares of Common Stock pursuant to a Conversion Notice submitted by Centaurian on or about the date hereof. Nothing in this paragraph shall release TBEV from its obligations pursuant to the New Note or this Agreement.
4.
Limited Release by TBEV. In consideration of the covenants herein, TBEV, on behalf of itself and its officers, directors, members, managers, owners, successors and assigns, releases Centaurian, and each of its officers, directors, shareholders, employees, members, managers, owners, attorneys, agents, servants, partners, representatives, heirs, estates, beneficiaries, executors, trustees, predecessors, legatees, administrators, fiduciaries, participants, and successors and assigns, in an individual and corporate capacity (collectively, the "Centaurian Released Parties") from, any and all manner of rights, claims, actions, accounts, sums of money, demands, liens, levies, attachments, judgments, writs of execution, contracts, debts, controversies, agreements, liabilities, damages and causes of action whatsoever, whether known or unknown, liquidated or unliquidated, contingent or otherwise, suspected or unsuspected, which TBEV may now or hereafter have, own or claim to have against the Centaurian Released Parties, relating to or arising out of the Debenture, the Senior Secured Note, and the Note. Nothing in this paragraph shall release Centaurian from its obligations pursuant to this Agreement.
5.
Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to another party, including any request for conversion or demand for payment of a dividend, shall be addressed to the other party at the address set forth below. Any party may change its address by notifying the other Parties of the change of address in writing.
For Centaurian:
Centaurian Fund L.P.
Attn.: Jody Eisenman
c/o Legend Securities
45 Broadway
New York, New York 10006
For TBEV:
High Performance Beverages Co.
Attn: Toby McBride 5137 E. Armor Street
Cave Creek, Arizona 85331
6.
Further Instruments. The Parties agree to cooperate and execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Agreement.
7.
Applicable Law. This Agreement, together with the exhibits hereto, shall be governed by and construed in accordance with the laws of the State of New York without regard to choice of law principles. Any action brought by the Parties for breach of this Agreement shall be brought and maintained exclusively the State or Federal courts sitting in the State of New York, County of New York, and the Parties irrevocably submit and consent to the jurisdiction of said Courts for such purposes.
8.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each Party; provided, however, that a Party may not assign this Agreement in whole or in part without obtaining the express prior written approval of the other Party.
9.
Entire Agreement. This Agreement, along with all annexed Exhibits hereto, represents the entire agreement between the Parties and supersedes all prior and contemporaneous oral and written agreements, understandings and discussions pertaining to the subject matter of this Agreement. Each of the Parties hereto acknowledges that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement, and acknowledges and warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not contained herein. This Agreement supersedes and revokes all previous negotiations, arrangements, letters of intent, representations, whether oral or written, between the Parties, their respective representatives, or any other person purporting to represent them. Any representations, promise or condition in connection herewith not specifically incorporated herein shall not be binding upon any party.
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10.
Modification. This Agreement may not be modified except in a writing signed by an authorized representative of each Party hereto. No breach of any provision of this Agreement can be waived unless in writing signed by the party to be charged with such a waiver. Waiver of any one breach of any provision hereof, in whole or in part, shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.
11.
Invalidity. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If such condition, covenant or other provisions shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law.
12.
Drafting. This Agreement is the result of negotiation and compromise among the Parties and no party shall be prejudiced as having been the drafter of the Agreement or any related exhibits incorporated therein. This Agreement shall be construed without regard to any presumption against the drafter, and any ambiguities shall not be construed against the interest of either party solely by reason of it having drafted all or any part of this Agreement.
13.
Reliance on Counsel. Each party represents and warrants that it has carefully read this Agreement and knows and understands the contents, and that they signed this Agreement freely and voluntarily and have had the benefit of the advice of legal counsel before executing this Agreement.
14.
Counterparts. This Agreement may be executed in counterparts and delivered electronically, each of which shall be an original, but all of which together shall constitute one instrument.
