Item 1.01 Entry into a Material Definitive Agreement.
On
The Note bears interest at a rate of 10% per annum on the unpaid principal
amount and matures on
The Note provides that the Second Commitment Shares must be returned to the
Company's treasury if the Note is fully repaid and satisfied on or prior to the
Maturity Date. Upon the occurrence and during the continuation of any Event of
Default (as defined in the Note),
The obligations of the Company under the Note rank senior with respect to any
and all unsecured indebtedness incurred following the Issue Date except with
respect to the Company's current and future indebtedness with Shopify and any
further loans that may be received pursuant to the CARES Act and the SBA's
Economic Injury Disaster loan program. Further, the Note contains standard
anti-dilution provisions and price protections provisions in the event that the
Company issues securities for a price per share less than the Conversion Price.
The Agreements contain other provisions, covenants and restrictions common with
this type of debt transaction. Furthermore, the Company is subject to certain
negative covenants under the Agreements, which the Company also believes are
also customary for transactions of this type. The SPA also provides
The preceding summaries of the SPA and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
1
The Agreements have been included as exhibits to this Current Report on Form 8-K
to provide investors and securityholders with information regarding certain of
its terms. This information is not intended to provide any financial or other
information about the parties to the Agreements or their respective subsidiaries
or affiliates. The representations, warranties and covenants contained in the
Agreements are made only for purposes of the Agreements and as of the date of
the Agreements, are solely for the benefit of the parties to the Agreements, may
be subject to limitations agreed upon by the parties, and may be subject to
standards of materiality applicable to the parties that differ from those
applicable to investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of the parties to the Agreements or any of
their respective subsidiaries or affiliates. Moreover, information concerning
the subject matter of the representations, warranties and covenants may change
after the date of the Agreements, and such subsequent information may not be
fully reflected in public disclosures by the parties to the Agreements. The
information in the Agreements should be considered in conjunction with the
entirety of the factual disclosure about the Company in the Company's public
reports filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the Note set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The descriptions of the SPA and the Note set forth in Item 1.01 of this Current
Report on Form 8-K are incorporated by reference into this Item 3.02. The shares
of Common Stock issued pursuant to the SPA, and the Note, were issued in
reliance upon the exemption from securities registration afforded by Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, datedJanuary 12, 2021 , by and betweenHome Bistro, Inc. andGS Capital Partners, LLC . 10.2 Self-Amortization Promissory Note, datedJanuary 12, 2020 , issued toGS Capital Partners, LLC . 2
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