Samsara Luggage Inc (SAML)

[aCryptoKing]

TWO DILUTIVE ACTIONS in place ALREADY!!!

Convertible Loan Agreement (YAII PN, Ltd.)



On September 3, 2020, Samsara Luggage, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with YAII PN, Ltd. (the “Investor”), pursuant to which the Investor will invest an aggregate amount of $220,000 in two tranches, and the Company will issue convertible debentures and warrants to the Investor. The first tranche of the investment in the amount of $150,000 will be provided upon signature of the SPA. The second tranche in the amount of $70,000 was provided on October 7, 2020. The funds are expected to be used to finance Samsara’s working capital and other general corporate needs.



Each tranche of the investment will bear interest at an annual rate of ten percent (10%) and will be repayable after two years. Each tranche of the investment will be convertible at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $0.003 per share, or (b) 80% of the lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding the conversion date.



As part of the transaction, the Company issued to the Investor warrants to purchase an aggregate of 2,619 shares of Common Stock, at an exercise price equal to $0.003. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant being exercised.



The Company undertook to increase its authorized shares of Common Stock to at least 7,000,000,000 within 90 days of the closing.


2


Convertible Loan Agreement (Power Up Lending Group Ltd.)



On June 26, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) with Power Up Lending Group Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with an initial investment in the form of a convertible loan in the principal amount of $66,700 (the “Initial Investment”). The SPA contemplates additional financing of up to $925,000 in the aggregate, subject to the agreement of both parties. The funds are expected to be used to finance the Company’s working capital needs.




The convertible loan will bear interest at an annual rate of eight percent (8%) with a maturity date of June 25, 2021 (the “Maturity Date”). The loan will be convertible after six months into shares of the Company’s common stock at a conversion price equal to seventy-five percent (75%) of the average of the lowest trading price for the Company’s common stock during the twenty (20) trading day period prior to the conversion date. The Company agreed to an original issue discount of $8,700 and to reimburse the Investor for its costs in the amount of $3,000. Accordingly, the net proceeds to the Company from the Initial Investment amounted to $55,000.

75 & 80% OFF the LOWEST 20-day average price. They're GUARANTEEING investors here will get SCREWED!! As they lined up TOXIC FINANCING on the BACKS of SHAREHOLDERS!!! There is NO INVESTMENT potential here, just a FLEECING OF YOUR MONEY!

And those that TOUT IT are likely trying to LIQUIDATE their SHARES at the expense of ANY "investors". This is NO WAY to run a business. Just LAZY pos management, that has ZERO CREATIVITY in finding less destructive financing. But, CLEARLY management doesn't give a shit about shareholders. They keep DUMPING SHARES at HUGE DISCOUNTS to market & then,.... they REVERSE SPLIT & do it ALL OVER AGAIN!!