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Thursday, 02/13/2020 7:37:58 PM

Thursday, February 13, 2020 7:37:58 PM

Post# of 40914
From the 8k On October 7, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement (the “SPA”) between Geneva Roth Remark Holdings, Inc. (“GRR”) and the Company, Pursuant to which GRR purchased from the Company a Convertible Promissory Note in the principal amount of $153,000.00 (the “Note”) dated October 7, 2019. The Note bears interest at the rate of 12% per annum and must be repaid on or before April 7, 2021 after the funding date of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity Date without any prepayment penalties. The Note bears interest at the rate of 12% per annum and must be repaid on or before April 7, 2021 after the funding date of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity Date without any prepayment penalties.

On October 7, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement (the “SPA”) between Geneva Morningview Financial, LLC. (“Morningview”) and the Company, Pursuant to which Morningview purchased from the Company a Senior Convertible Promissory Note in the principal amount of $135,000.00 (the “Note”) dated October 7, 2019. The Note bears interest at the rate of 12% per annum and must be repaid on or before October 6, 2020 after the funding date of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity Date without any prepayment penalties.


From the 8k On September 12, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement (the “SPA”) between EMA Financial, LLC (“EMA”) and the Company, pursuant to which EMA purchased from the Company a Convertible Promissory Note in the principal amount of $150,000.00 (the “Note”) dated September 12, 2019. The Note bears interest at the rate of 12% per annum and must be repaid on or before June 5th, 2020 (“Maturity Date”) the Note may be prepaid at any time before Maturity Date without any prepayment penalties. The Note carried an Original Issue Discount of $9,000.00. In addition and in connection with the issuance of the Note, the Company agreed to issue 237,500 shares of common stock to EMA as a commitment fee, provided, however, that 230,000 of such shares must be returned to the Company’s treasury if the Note is fully repaid and satisfied prior to Maturity. The Holder has the right, at any time after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Company Common Stock at a conversion price equal to shall equal the lower of: (i) the lowest traded price during the preceding twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Issue Date of this Note or (ii) 70% of the lowest traded price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days on which at least 100 shares of Common Stock were traded including and immediately preceding the Conversion Date. The conversion price will be adjusted if the Note is in default at the time of conversion.

In addition, on September 19, 2019, Kiwa Bio-Tech Products Group Corporation (the “Company”) executed a Securities Purchase Agreement (the “SPA”) between Firstfire Global Opportunities Fund LLC (“Firstfire”) and the Company, pursuant to which Firstfire purchased from the Company a Convertible Promissory Note in the principal amount of $100,000.00 (the “Note”) dated September 19, 2019. The Note bears interest at the rate of 12% per annum and must be repaid on or before one year after the funding date of the respective tranche (each a “Maturity Date”) the Note may be prepaid at any time before Maturity Date without any prepayment penalties. The Note carried an Original Issue Discount of $5,000.00. In addition and in connection with the issuance of the Note, the Company agreed to issue 158,333 shares of common stock to EMA as a commitment fee, provided, however, that 75,000 of such shares must be returned to the Company’s treasury if the Note is fully repaid and satisfied prior to Maturity. The Holder has the right, at any time on or after the 180th calendar day after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Company Common Stock at a conversion price equal to the lower of (i) $0.75 or (ii) 60% multiplied by the lowest closing price of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the date of the respective conversion. The conversion price is subject to adjustment in accordance with the terms of the Note.

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