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Item 1.01
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Entry into a Material
Definitive Agreement
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On
February 11, 2019 (“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a
securities purchase agreement (the “Agreement”) with Auctus Fund, LLC, (the “Investor”), pursuant to
which the Company will issue a Six Month, 12% Secured Convertible Promissory Note, (“Note”) secured by Company
common stock with a face value of $75,000.00 which provides a conversion feature equal to a variable conversion price equal
to 50% multiplied by the Market Price defined as the lowest one day closing bid price for the Company common stock during the
twenty day period ending on the latest complete trading day in the OTC Markets prior to the conversion date. The proceeds
will be used for general corporate purposes and working capital. The Agreement carries a pre-payment penalty if the Note is
paid off 30, 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding
principal at the time of pay off plus accrued and unpaid interest multiplied by 120%, 125%, 130%, 135%, 140%,
145% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.
The Agreement includes customary representations, warranties and covenants by the Company and customary
closing conditions.
On
February 11, 2018, the Closing Date, the Company initially reserved 12,500,000 shares of its common stock, (“Common Stock”)
for issuance upon for conversion of the Notes in accordance with the terms thereof (“Reserved Shares”). The Investor
shall have the right to periodically request that the number of Reserved Shares be increased.
The
foregoing descriptions of the Securities Purchase Agreement, and the Note do not purport to be complete and are qualified in their
entirety by reference to the full text of the transaction documents, copies of which are filed as Exhibits 4.1 and 10.1, respectively,
to this Current Report on Form 8-K.
On
February 22, 2019 (“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities
purchase agreement (the “Agreement”) with COVENTRY ENTERPRISES, LLC., (the “Investor”), pursuant to
which the Company will issue a Six Month, 10% Secured Convertible Promissory Note, (“Note”) secured by Company
common stock with a face value of $50,000.00 which provides a conversion feature equal to a variable conversion price equal
to 60% multiplied by the Market Price defined as the lowest one day closing bid price for the Company common stock during the
twenty day period ending on the latest complete trading day in the OTC Markets prior to the conversion date. The proceeds
will be used for general corporate purposes and working capital. The Agreement carries a pre-payment penalty if the Note is
paid off 30, 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding
principal at the time of pay off plus accrued and unpaid interest multiplied by 120%, 125%, 130%, 135%,
140%, 145% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of
prepayment. The Agreement includes customary representations, warranties and covenants by the Company and customary
closing conditions.
On
February 22, 2019, the Closing Date, the Company initially reserved 739,095 shares of its common stock, (“Common Stock”)
for issuance upon for conversion of the Notes in accordance with the terms thereof (“Reserved Shares”). The Investor
shall have the right to periodically request that the number of Reserved Shares be increased.
The
foregoing descriptions of the Securities Purchase Agreement, and the Note do not purport to be complete and are qualified in their
entirety by reference to the full text of the transaction documents, copies of which are filed as Exhibits 4.2 and 10.2, respectively,
to this Current Report on Form 8-K.
On
March 4, 2019 (“Closing Date”), Hemp Naturals, Inc. (the “Company”) entered into a securities
purchase agreement (the “Agreement”) with Bellridge Capital, LP., (the “Investor”), pursuant to which
the Company will issue a Six Month, 12% Secured Convertible Promissory Note, (“Note”) secured by Company common
stock with a face value of $65,000.00 which provides a conversion feature equal to a variable conversion price equal to 55%
multiplied by the Market Price defined as the lowest one day closing bid price for the Company common stock during the twenty
day period ending on the latest complete trading day in the OTC Markets prior to the conversion date. The proceeds will be
used for general corporate purposes and working capital. The Agreement carries a pre-payment penalty if the Note is paid off
30, 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding
principal at the time of pay off plus accrued and unpaid interest multiplied by 120%, 125%, 130%, 135%,
140%, 145% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of
prepayment. The Agreement includes customary representations, warranties and covenants by the Company and customary
closing conditions.
March
4, 2019, the Closing Date, the Company initially reserved 2,300,000 shares of its common stock, (“Common Stock”) for
issuance upon for conversion of the Notes in accordance with the terms thereof (“Reserved Shares”). The Investor shall
have the right to periodically request that the number of Reserved Shares be increased.
The
foregoing descriptions of the Securities Purchase Agreement, and the Note do not purport to be complete and are qualified in their
entirety by reference to the full text of the transaction documents, copies of which are filed as Exhibits 4.3 and 10.3, respectively,
to this Current Report on Form 8-K.
