PCFG 8k PACIFIC GOLD CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement Edgar Online "Glimpses"
Item 1.01 - Entry into a Material Definitive Agreement
On September 24, 2013 the Company agreed to the assignment of $80,000 , in principal amount of outstanding notes, which represent notes the Company issued to the original debt holder on May 11, 2012 . The assignment was to a third party that is not affiliated with the Company. In connection with the assignment, the Company agreed to various modifications of the note for the benefit of the new holder, which enhance and reset the conversion features of the note and change certain other basic terms of the note. As a result of the amendments, the note now (i) has a conversion rate of a 45% discount to the average of the 3 lowest daily VWAP prices of the common stock based on the twenty day period prior to the date of conversion, which rate will be subject to certain adjustments, (ii) has an annual interest rate of 8%, due at maturity, (iii) has a new maturity date of September 24, 2014 , and (iv) has additional default provisions, including a default penalty of 50% of outstanding principal and interest at the time of default. The assigned portion of the principal note has a conversion rate at an approximate 45% discount to market and, without taking into account the conversion of any of the interest to be earned or converted, represents the potential issuance of 1,454,545,455 shares, limited to a maximum conversion right at any one time to 4.99% of the then outstanding shares of common stock of the company.
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