PANACEA LIFE SCIENCES HOLDINGS, INC. : entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unrecorded sale of equity securities, financial statements and supporting documents (Form 8 -K)
Item 1.01 Conclusion of a Material Definitive Agreement.
Note will be due
Principal and accrued interest on the note is convertible into ordinary shares at a conversion price of
Pursuant to the Note, upon a public offering by the Company of ordinary shares, alone or in units or with other securities in accordance with an effective registration statement resulting in gross proceeds for the Company of at least
The note also contains customary restrictive covenants prohibiting the Company from taking certain actions while the note remains in circulation.
The warrants may be exercised for a period of five years from
Each of the Notes and Warrants contains a limitation on beneficial ownership of 4.99% under which neither may be converted or exercised, as the case may be, if and to the extent that, following this conversion or exercise, the holder would effectively hold more than 4.99% of the Company’s shares outstanding ordinary shares, which may be increased to 9.99% upon 61 days written notice by the holder.
The SPA provides that the Purchaser may purchase an Additional Note and Additional Warrants on substantially the same terms as the Note and Warrants on any Business Day prior to the 91st Business Day immediately following the closing of the SPA.
Under the SPA, the Company has entered into a registration rights agreement dated
at the request of the Purchaser at any time after the 180 day period following the initial closing.
The foregoing description of the terms of the Note, Warrants, SPA and Registration Rights Agreement, and the transactions contemplated by it, does not purport to be complete and is qualified in its entirety by reference to SPA form, note form, warrant form and registration rights agreement form, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, of this current report on Form 8-K and are 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 contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Article 3.02 Unregistered sale of
The information contained above in Section 1.01 is hereby incorporated by reference into this Section 3.02.
The offer and sale of the Note and Warrants under the SPA have not been or will not be registered under the Securities Act of 1933 and are exempt from registration in accordance with section 4 (a) (2 ) thereof and promulgated Rule 506 (b). below.
Item 9.01 Financial statements and supporting documents
(d) Exhibits. Filed or Exhibit Incorporated by Reference Furnished # Exhibit Description Form Date Number Herewith 10.1 Form of Securities Purchase Filed Agreement* 10.2 Form of Original Issue Discount Filed Senior Convertible Promissory Note 10.3 Form of Warrant Filed 10.4 Form of Registration Rights Filed Agreement* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Exhibitions and / or schedules have been omitted. The Company hereby undertakes to provide the
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