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steadykickin

03/03/21 7:11 PM

#79656 RE: jjr04001 #79654

May 5, 2020, the Company entered into a securities purchase agreement (the “SPA”) with a lender, pursuant to which the Company issued and sold a promissory note in the aggregate principal amount of up to $565,556 (“May 2020 Note”) to be funded in several tranches, subject to the terms, conditions and limitations set forth in the May 2020 Note and five-year warrants (the “May 2020 Warrants”) to purchase up to 10,282,828 shares of the Company’s common stock at an exercise price equal to 110% of the VWAP of the common stock on the trading day immediately prior to the funding date of the respective tranche, (subject to adjustments under certain conditions as defined in the May 2020 Warrants). The May 2020 Note accrues interest at a rate of 9% per year (which shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the May 2020 Note). The aggregate principal amount of up to $565,555 consists of OID of up to $55,556 and $10,000 legal fees, with net proceeds of up to $500,000 to be funded in tranches. The maturity date of each tranche funded shall be six months from the effective date of each tranche. The lender has the right at any time to convert all or any part of the funded portion of the May 2020 Note into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the twenty-five trading day period ending on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date (subject to adjustment as provided in the May 2020 Note), at the Lender’s sole discretion. The Company received the; (i) first tranche on May 5, 2020 with the Company receiving net proceeds of $26,667, net of $16,667 OID and legal fees and issued 477,213 warrants; (ii) second tranche on June 1, 2020, with the Company receiving net proceeds of $40,000, net of $4,445 OID and issued 1,171,132 warrants; (iii) third tranche on June 25, 2020, with the Company receiving net proceeds of $5,000, net of $556 OID and issued 114,784 warrants; (iv) fourth tranche on July 6, 2020, with the Company receiving net proceeds of $25,000, net of $2,778 OID and issued 786,683 warrants; (v) fifth tranche on July 24, 2020, with the Company receiving net proceeds of $25,000, net of $2,778 OID and issued 598,401 warrants; and (vi) sixth tranche on August 5, 2020, with the Company receiving net proceeds of $10,000, net of $1,111 OID and issued 286,148 warrants.

TOXIC DEBT!! Mmmm mmm good!! LOL

Pennyes

07/02/21 3:31 PM

#79666 RE: jjr04001 #79654

Interesting activities in AGTK!?...
can't stop wondering what is this $10?, is it $10 dollar or 10M?...


After the acquisition of FSB, the FSB bank accounts remained in the name of FSB and were never transferred to the Company and the operations of FSB continued in the same manner as they were prior to the Exchange Agreement and the Company never tried to exercise control of FSB in any manner.



On April 23, 2021, the Company and the Seller entered into the Agreement. Pursuant to the Agreement, the Seller agreed to sell the Company Shares to the Company in exchange for $10.00, and the Company agreed to sell the FSB shares to the Seller in exchange for $10.00. Pursuant to the Agreement the Company Shares will be returned to the Company’s authorized and unissued shares of common stock. The Agreement contains customary representations, warranties and covenants of the parties thereto.