Kaya Holdings, Inc. (OTCMKTS:AFAI) Files An 8-K Unregistered Sales of Equity Securities
By
ME Staff 8-k
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March 22, 2017
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Kaya Holdings, Inc. (OTCMKTS:AFAI) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
In March 2017, the Company completed a $2.1 million financing
with an institutional investor (the Investor)
who had previously furnished KAYS with $1.2 million in financing,
to a financing agreement (the Financing
Agreement) which the Company had previously reported in
a Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 6, 2017 (the Prior Form
8-K). to the Financing Agreement, the Investor purchased
$2.1 million in principal amount of convertible notes (the
Notes) from the Company as follows:
$400,000 in principal amount of Notes which are convertible
into shares of the Companys common stock
(Shares), at a conversion price of $0.04;
$700,000 in principal amount of Notes which are convertible
into Shares at a conversion price of $0.07; and
$1,000,000 in principal amount of Notes which are convertible
into Shares at a conversion price of $0.10.
The purchase price for the Notes is equal to the principal amount
thereof. The Notes have a term of two years from issuance and
bear interest at the rate of eight percent (8%) annum, which
accrues and is payable to together with interest at maturity. The
Investor may convert the principal amount of the Notes (as well
as other notes it currently holds as referenced above), together
with accrued but unpaid interest thereon, into Shares at the
applicable conversion price, at any time or from time to time
prior to maturity. The conversion price is subject to adjustment
for stock splits, stock dividends, recapitalizations and similar
transactions. The Notes also provide that at no time may they be
convertible if the number of Shares being issued upon conversion
to and then held by the Investor would result in the Investor
beneficially owning in excess of 4.99% of the Companys then
outstanding Shares, after giving effect to the proposed
conversion.
The Notes were issued to the exemption from registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended and
Regulation D thereunder. No commissions or placement fees were
paid in connection with the offer and sale of the Notes. The
proceeds from the offer and sale of Notes are being used to fund
the Companys 2017 growth plan, including expansion of our chain
of legal Kaya Shack Marijuana Superstores in Oregon, increasing
the capacity of our legal marijuana grow facility and
manufacturing operations and introducing new Kaya branded
cannabis products.
Copies of the Financing Agreement and the form of Note were filed
as Exhibits to the Prior Form 8-K. The foregoing summaries do not
purport to be complete and are qualified in their entirety by
reference to such documents.
AI
