Lord Global Corp (LRDG)

[trader53]

BGFT L2 Capital to purchase up to $3Mill of stock


_________________________________________________________________


BGFT - October 29, 2018 FORM 8-K


October 29, 2018
FORM 8-K
https://ih.advfn.com/p.php?pid=nmona&article=78606277

_________________________________________________________________



Item1.01 Entry into a Material Definitive Agreement.


On October 29, 2018,
Bigfoot Project Investments, Inc.,
a Nevada corporation (the “Company”),

entered into an Equity Purchase Agreement
(“Equity Purchase Agreement”)
and Registration Rights Agreement
(“Registration Rights Agreement”)
with L2 Capital, LLC,
a Kansas limited liability company (“L2”).
Under the terms of the Equity Purchase Agreement,
L2 agreed to purchase from the Company
up to $3,000,000 of the Company’s common stock
upon effectiveness of a registration
statement on Form S-1 (the “Registration
Statement”) filed with
the U.S. Securities and Exchange Commission
(the “Commission”), subject to certain
equity conditions set forth in the
Equity Purchase Agreement.


Following effectiveness of the Registration Statement,

the Company shall have the discretion
to deliver put notices
to L2 and L2 will be obligated
to purchase shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”)
based on the investment amount specified
in each put notice,
subject to certain equity conditions
set forth in the Equity Purchase Agreement.

The maximum amount that the Company
shall be entitled to put
to L2 in each put notice
shall not exceed the lesser of $500,000
or two hundred percent (200%)
of the average daily trading dollar volume
of the Company’s Common Stock
during the ten (10) trading days preceding the put.



Pursuant to the Equity Purchase Agreement,
L2 and its affiliates will not be permitted
to purchase and the Company may not put
shares of the Company’s Common Stock to L2
that would result in L2’s beneficial ownership
of the Company’s outstanding Common Stock
exceeding 9.99%.
The price of each put share
shall be equal to ninety percent(90%) of the
Market Price (as defined in the Equity
Purchase Agreement).
Puts may be delivered
by the Company to L2
until the earlier of (i)
the date on which L2 has purchased an
aggregate of $3,000,000 worth of Common Stock
under the terms of the Equity Purchase Agreement,
(ii) October 29, 2020, or (iii) written
notice of termination delivered by the
Company to L2, subject to certain equity
conditions set forth in the Equity Purchase Agreement.



The Registration Rights Agreement provides
that the Company shall (i) use its best
efforts to file with the Commission the
Registration Statement by November 30, 2018
the Registration Rights Agreement; and (ii)
have the Registration Statement declared
effective by the Commission at the earliest
possible date (in any event, by December 29, 2018).


In connection with its entry into the
Equity Purchase Agreement and the Registration
Rights Agreement, the Company issued,
on October 29, 2018, in favor of L2,
a Promissory Note in the principal amount of
$135,000, which matures six months from
issuance (the “Commitment Note”).
The Commitment Note was issued as a commitment fee
for the Equity Purchase Agreement and, upon an
event of default thereunder, is convertible
into shares of the Company’s Common Stock
as set forth in the Note.

The foregoing is only a brief description
of the material terms of the Equity
Purchase Agreement, Registration Rights
Agreement and Commitment Note, and does
not purport to be a complete description
of the rights and obligations of the parties
thereunder, and such descriptions are
qualified in their entirety by reference
to the Equity Purchase Agreement,
Registration Rights Agreement and
Commitment Note filed as Exhibits
10.1, 10.2 and 4.1, respectively,
to this Current Report on Form 8-K.