Jacksam Corporation (JKSM)

[Quintessence]

8-K out. On June 25, 2019, Jacksam Corporation (the “Company”), entered into a Securities Purchase Agreement (the “Agreement”) with the following persons or entities (each a “Purchaser” and, collectively, the “Purchasers”): L1 Capital Global Opportunities Master Fund, Phyto II, LP, Merida Capital Partners III, LP, James Kenny, William Sanger, Wilson Allen, Paul D. Kaneb, Jerald Lanzotti, Mark Adams and David Hall.

Under the terms of the Agreement, the Company sold (i) senior secured convertible promissory notes in varying denominations to the Purchasers in an aggregate principal amount of $2,388,888.85 (the “Notes”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 3,685,714 shares of the Company’s common stock, par value $0.001 per share.

The Notes were issued at a discount of 10% to the total face principal amount of $2,3888,888.85, resulting in gross proceeds to the Company at closing of $2,150,000. The Notes bear interest at a rate of 15.0% per annum until maturity, the entirety of which was prepaid by the Company at the time of closing in a total amount of $358,333. The principal balance of $2,3888,888.85 on the Notes is due and payable March 25, 2020, unless sooner accelerated by reason of a material default by the Company or unless converted prior to maturity. Each of the Notes is convertible at the option of the holder into our common stock at a conversion price of $0.35 per share, subject to customary adjustments including subsequent dilutive issuances by the Company. The Company’s obligations under the Notes are secured by a first priority security interest in all assets of the Company.

The Warrants entitle the holders, at any time during the five year period following issuance, to purchase up to an aggregate of 3,685,714 shares of our common stock at an exercise price of $0.35 per share, subject to customary adjustments including subsequent dilutive issuances by the Company.

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