PANACEA LIFE SCIENCES HOLDINGS, INC. : entering into a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, financial statements and exhibits (Form 8 -K)
Section 1.01 Entering into a Material Definitive Agreement.
(the “Note”) and five-year warrants to purchase 275,000 common shares of the Company, par value
The note will be due
Principal and accrued interest on the note are convertible into common shares at a conversion price of
Under the terms of the Note, upon a public offering by the Company of common stock, either alone, in units, or together with other securities pursuant to an effective registration statement, generating gross proceeds for the Company at least
The note also contains customary negative clauses prohibiting the company from taking certain actions while the note remains outstanding.
The subscription warrants may be exercised for a period of five years from the
Each of the Notes and Warrants contains a beneficial ownership limit of 4.99% pursuant to which neither may be converted or exercised, as the case may be, if and to the extent that, at Following such conversion or exercise, the holder would be the beneficial owner of more than 4.99% of the shares of the Company. outstanding common shares, which may increase to 9.99% upon 61 days written notice by the holder.
Pursuant to the agreement, the company has entered into a registration rights agreement dated
The Company has obtained Buyer’s consent to the foregoing.
The terms of the Notes, Warrants and Registration Rights Agreement are substantially similar to the Notes and Warrants issued to the purchaser and the Registration Rights Agreement between the Company and the buyer entered into
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained above in Section 1.01 is incorporated by reference in this Section 2.03.
Item 3.02 Unregistered Sale of
The information contained above in Section 1.01 is incorporated by reference in this Section 3.02.
The offer and sale of the Note and Warrants pursuant to the Agreement has not been or will not be registered under the Securities Act of 1933 and is exempt from registration pursuant to Section 4(a)( 2) thereof and Rule 506(b) enacted thereunder.
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 Exchange Agreement* Filed 10.2 Form of Original Issue Discount Senior Filed Convertible Promissory Note 10.3 Form of Warrant Filed 10.4 Form of Registration Rights Agreement* Filed 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Parts and/or times have been omitted. The Company hereby agrees to provide the
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