Item 1.01. Entry into a Material Definitive Agreement.
The Lender has the right to convert any amount due under the Note into shares the Company's common stock to be included in any qualified Regulation A Offering under the Securities Act of 1933 of the Company during the term of any such offering.
Beginning 180 days following the issuance of the Note, the Lender may convert the outstanding principal amount of the Note into shares of the Company's common stock at a conversion price equal to 75% of the average of the three lowest trading prices for the Company's common stock during the 15 trading days prior to the date of conversion.
The foregoing is a description of the material terms and conditions of the Purchase Agreement and the Note and is not a complete discussion of the Purchase Agreement or the Note. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Report Note, and the full text of the Note, a copy of which is attached as Exhibit 10.2 to this Report, each of which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit Securities Purchase Agreement executed by
Exhibit Convertible Promissory Note executed byLaredo Oil, Inc. 10.2 Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) 3
© Edgar Online, source