ITEM 8.01: OTHER EVENTS.
As of January 21, 2020 ("Effective Date"), the Company issued to Oasis Capital,
LLC ("Oasis") a $184,000 Promissory Note, net of a prorated original issue
discount of $16,000 ("Note"). The Company received $34,000 ("First Tranche")
from Oasis resulting in a then outstanding balance as then is $44,757 consisting
of the First Tranche plus the prorated portion of the LOI and a $8,000 credit
for Oasis transactional expenses. The Second and the Third Tranches under this
Note are due in February and March, 2020, respectively. The Note was issued
under the Securities Purchase Agreement dated at January 21, 2020 between the
Company and Oasis ("SPA"). Each Tranche matures nine months from the effective
date of each such payment. The Company also agreed to issue to Oasis 5,000,000
shares of common stock as an incentive/commitment fee in connection with the
transactions. The Company is required to use the proceeds received from the Note
to retire currently outstanding convertible debt from two lenders which have not
yet matured for conversion. The Note becomes convertible into common stock six
months after the Effective Date at a 35% discount to market.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Shell company transactions.
Not applicable
(d) Exhibits
Exhibit No. Description of Exhibits
99.1 Form of Securities Purchase Agreement dated as of January 21, 2020,
between the Company and Oasis.
99.2 Form of Promissory Note dated January 21, 2020 in the original
principal amount of $208,000.
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