Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2022, Bubblr, Inc. (the "Company") entered into a second
amendment to its outstanding Convertible Promissory Notes issued by the Company
on June 30, 2021 (the "June 2021 Notes") and a second amendment (the "Amendment
No. 2") to its outstanding Convertible Promissory Notes issued by the Company on
November 5, 2021 (the "November 2021 Notes", and together with the June 2021
Notes, the "Notes") (collectively, the "Amendment No. 2"). Pursuant to the terms
of the Amendment No. 2, the conversion price of the Notes was amended to equal
to $0.50 per share of the Company common stock, par value $0.01 per share (the
"Common Stock") from $1.15 per share. As a result of this amendment, as of
December 15, 2022, if the outstanding principal amount of the June 2021 Notes
($2,112,150) and November 2021 Notes ($175,630) and accrued but unpaid interest
on the June 2021 Notes ($21,120) and November 2021 Notes ($3,659) were
converted, an additional 4,347,520 shares of Common Stock and 358,578 shares of
Common Stock, respectively, would issuable upon such conversion. The amendment
was approved by holders of a majority in interest of the outstanding Notes.
The foregoing description of the Amendment No. 2 does not purport to be complete
and is subject to and qualified in its entirety by reference to the full text of
such documents, which are attached as Exhibits 4.1 and 4.2 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
The description regarding the Amendment No. 2 described in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
4.1 Form of Amendment No. 2 to 2021 Convertible Promissory Notes
issued June 30 2021, dated as of December 15, 2022.(1)
4.2 Form of Amendment No. 2 to 2021 Convertible Promissory Notes
issued November 05 2021, dated as of December 15, 2022.(1)
(1) Incorporated by reference on Form8-K filed with the Securities and
Exchange Commission on December 21, 2022.
2
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