HERE IS HOW THE RECENT DEBT CONVERSION NEWS SHOULD READ!
So we all know by now COX is a cronic liar...he lies about everything from helping the underbanked with Surgvisa cards to the revenues tracker for fake sales.
SURG news, dear Shareholders, as you all know we have stated in our SEC filings multiple time that we dont generate enough revenues to even pay our basic bills so we must dilute. Since we have burned even financing source with defaulting and forcing lenders to sue us...we have little choice but the once again find someone willing to give us a bridge loan to avoid additional lawsuits...because of our credit rating of "f" and that SURG operates at a loss we really have no collateral so interest rates of 50% are our only chance to avoid bankruptcy...once the bridge loan is used to pay of other loan shark rate loans will must continue to accelerate massive dilution of over 2-5M shares per week to sustain my lavish lifestyle...thank you for all your money....
15% OID CONVERTIBLE PROMISSORY NOTE DUE MARCH 8, 2022
THIS 15% OID CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 15% OID Convertible Promissory Notes of SurgePays, Inc., a Nevada corporation (the “Company”), having its principal place of business at 3124 Brother Boulevard, Suite 410, Bartlett, TN 38133, designated as its 15% OID Convertible Promissory Notes due March 8, 2022 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
On March 8, 2021 (the “Effective Date”), SurgePays, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with Evergreen Capital Management LLC (the “Investor”), pursuant to which the Company sold to the Investor a 15% OID convertible promissory note with a principal amount of $2,300,000 (the “Note”) and a warrant (the “Warrant”) to purchase up to 13,437,500 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for proceeds of $2,000,000.
The Note matures on March 8, 2022, bears interest at the rate of 5% per annum and is convertible at any time upon the option of the Investor into shares of Common Stock at a conversion price equal to $0.16 per share or, upon the occurrence and during the continuance of an Event of Default (as defined in the Note), if lower, at a conversion price equal to 75% of the lowest daily VWAP of the Common Stock during the 20 consecutive trading days immediately preceding the applicable conversion date. The Company has the right to prepay all or any portion of the outstanding balance of the Note in an amount equal to 115% or 120%, depending on whether such repayment is made before October 8, 2021 or after October 8, 2021, respectively, multiplied by the portion of the outstanding balance to be prepaid. The Company is required to prepay all or any portion of the outstanding balance of the Note upon the occurrence of a Qualified Financing (as defined in the Note). If at any time while the Note is outstanding, the Company completes any single Future Transaction (as defined in the Note), the Investor may, in its sole discretion, elect to apply all, or any portion, of the then outstanding principal amount of this Note and any accrued but unpaid interest, as purchase consideration for such Future Transaction.
The Warrant is exercisable at a purchase price of $0.16 per share at any time on or prior to March 8, 2026, and may be exercised on a cashless basis, beginning on the six-month anniversary of the Effective Date, if the shares of Common Stock underlying the Warrant are not then registered under the Securities Act of 1933, as amended (the “Securities Act”). The Investor will not have the right to exercise the Warrant if the Investor, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its conversion and under no circumstances may exercise the Warrant if the Investor, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to its exercise.
The SPA contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties thereto, and termination provisions.
In connection with this transaction, on March 9, 2021, the Company entered into a Confidential Engagement Agreement (the “Engagement Agreement”) with Maxim Group, LLC (the “Placement Agent”), pursuant to which we have agreed to pay the Placement Agent a cash fee equal to 8% of the gross proceeds received by the Company from the Investor in this transaction and reimbursement of up to $20,000 of the Placement Agent’s legal fees. The term of the Engagement Agreement is 18-months, and contains a right of first refusal, whereby the Company granted the Placement Agent the right of first refusal to act as sole managing underwriter and book runner or sole placement agent for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings during the eighteen (18) month period following the Closing (as defined in the Engagement Agreement”).
The SPA, the Note and the Warrant are attached to this Current Report on Form 8-K and is incorporated herein by reference. The description of the SPA, the Note and the Warrant contained herein is a summary and is qualified in its entirety by reference to the form of the SPA, the Note and the Warrant.
AI
