TAP Real Estate Technologies Inc (RWAX)

[samsamsamiam]

Brighton Capital Partners/Lucas Hales/Form D

https://www.sec.gov/Archives/edgar/data/0001859797/000147793221002733/xslFormDX01/primary_doc.xml


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https://backend.otcmarkets.com/otcapi/company/financial-report/296634/content

On April 14, 2021 we received bridge financing in the form of a loan in the principal amount of $3,300,000 from Brighton Capital Partners, LLC (“Brighton Capital” or “BCP”) for which we issued them a convertible promissory note due 15 months after April 14, 2021 (July 14, 2022). The note bears interest at 10% per annum and is convertible at Brighton Capital’s election at a fixed price of $3.15 per share.
Under the terms of the note, Brighton Capital has a right of redemption commencing on the earlier of an effective date of a Registration Statement and the 12-month anniversary of the note, to cause us to redeem all or any portion of the note in cash or shares of our common stock, at the Company’s election.
Any redemption with shares of our common stock shall be at the “market price” which is defined as 80% of our lowest closing trade price for the 10 consecutive trading days prior to the date on which the market price is measured. The note serves as a bridge loan to a $50,000,000 Equity Financing Agreement. The Company recognized a beneficial conversion feature on this note in the amount of $3,300,000.
Under the terms of the Equity Financing Agreement, Brighton Capital agreed to purchase up to $50,000,000 of our common stock during a 12-month period commencing upon (i) a registration statement filed with the Securities and Exchange Commission registering the shares underlying the EPA has been declared effective; (ii) the above $3,300,000 bridge note issued by us to Brighton Capital having been repaid in full and (iii) we shall have uplisted to the OTCQB or OTCQX. We have the right, but not the obligation, to sell our shares of common stock to Brighton Capital. If we elect to cause Brighton Capital to purchase our shares of common stock under a put option, the put option price shall be equal to 80% of the lowest trading price in the ten-trading day period immediately prior to the delivery of the Put Notice. Unless we and Brighton Capital agree to a greater amount, each Put Notice shall not exceed the lesser of (a) $3,500,000; and (b) 100% of the average daily trading dollar volume of the previous five days provided that the number of shares sold to Brighton Capital shall not cause the aggregate number of shares of our common stock beneficially owned by Brighton Capital and its affiliates to exceed 4.99% of the outstanding shares of our common stock. Each Put Notice shall be conditional upon the continued effectiveness of a registration statement to allow Brighton Capital to freely sell our shares of common stock that it will hold. The Company was required to file a registration statement within 60 days of the execution of a Rights Agreement entered into on April 14, 2021. The Company was granted a waiver of that requirement so long as the registration statement is filed by August 1, 2021, which it was.
The Company has agreed to pay Brighton Capital a commitment fee equal to 1% of the commitment amount which will be paid in shares of our common stock that will piggyback on a registration statement.