Item 1.01. Entry into a Material Definitive Agreement.

Closing of Securities Purchase Agreement

As previously reported by Deep Green Waste & Recycling, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 16, 2021, the Company entered into a Securities Purchase Agreement (the "Agreement") with Jeremy Lyell (the "Shareholder") and Lyell Environmental Services, Inc. (hereinafter "LES"). As per the terms of the Agreement, the Company purchased all outstanding shares of common stock (the "LES Shares") issued by LES and held by the Shareholder. In consideration for the purchase of the LES Shares, the Company was to pay the Shareholder (i) $50,000 upon execution of the Agreement that was held in escrow, (ii) $1,300,000 at Closing, and (iii) 1,000,000 shares of the Company's common stock. Under the amended Agreement (the "Amended Agreement"), the Company paid to the Shareholder (i) the $50,000 paid upon execution of the Agreement and that was held in escrow, (ii) $1,000,000 at Closing, and (iii) 1,000,000 shares of the Company's common stock. The Company also issued the Shareholder a Promissory Note (the "Promissory Note") in the amount of $186,537.92. The Promissory Note accrues interest at 7% per annum and is due on December 18, 2021. The transaction closed on October 19, 2021.





Note Purchase Agreement

On October 14, 2021, the Company (the "Borrower") entered into a Note Purchase Agreement ("NPA") with each of BHP Capital NY Inc. and Quick Capital, LLC (together, the "Investors") and issued each of the Investors a Secured Convertible Promissory Note (the "Note") in the amount of Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and NO/100 Dollars ($666,667). The Note is convertible, in whole or in part, at any time and from time to time before maturity (October 14, 2022) at the option of the holder at the Fixed Conversion Price that shall be the lesser of: (a) $0.01 or (b) 70% multiplied by the Market Price (as defined herein) (representing a discount rate of 30%) (the "Fixed Conversion Price"). "Market Price" means the average of the two lowest Closing Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. To the extent the Conversion Price of the Borrower's Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value of the Common Stock to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. If the shares of the Borrower's Common Stock have not been delivered within three (3) business days to the Holder, the Notice of Conversion may be rescinded by the Holder. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where "Additional Principal" means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. The Note has a term of one (1) year and bears interest at 10% annually. The transaction closed on October 19, 2021.

The Note is guaranteed by the Company and its subsidiaries. The Note and the guarantees are secured by a pledge of substantially all of the assets of the Company and the guarantors.

As part and parcel of the foregoing transaction, each of the Investors was issued 2,298,852 shares of common stock as Commitment shares and a warrant (the "Warrant") granting the holder the right to purchase up to 66,666,667 shares of the Company's common stock at an exercise price of $0.015 for a term of 5-years.

The Company agrees to file an initial registration statement on Form S-1 covering the maximum number of registrable securities within 14 days of the execution of the NPA.

The NPA, Note, Security Agreement, Warrant and Promissory Note (collectively, the "Transactional Documents") include customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions.

The foregoing descriptions of the Transactional Documents do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Transactional Documents, which are filed as, respectively, Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 hereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

Item 1.01 is hereby incorporated by reference.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note and Conversion Shares were not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.





2






          Forward-Looking Statements and Limitation on Representations

This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as "expect," "intend," "believe," "will," "should," "would" or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company's ability to consummate the transaction described above. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.

The Transactional Documents and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with information regarding the terms of the Transactional Documents, and not to provide shareholders and investors with any other factual information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties in the Transactional Documents or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transactional Documents, which subsequent information may or may not be fully reflected in the Company's public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict the representations and warranties in the Transactional Documents. The Company will provide additional disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the Transactional Documents and will update such disclosure as required by federal securities laws. Accordingly, the Transactional Documents should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files with the SEC.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Note Purchase Agreement Deep Green Waste & Recycling, Inc., BHP
              Capital NY Inc. and Quick Capital, LLC
10.2            Secured Convertible Promissory Note between Deep Green Waste &
              Recycling, Inc. and BHP Capital NY Inc.
10.3            Secured Convertible Promissory Note between Deep Green Waste &
              Recycling, Inc. and Quick Capital, LLC
10.4            Security Agreement between Deep Green Waste & Recycling, Inc. and
              BHP Capital NY Inc.
10.5            Security Agreement between Deep Green Waste & Recycling, Inc. and
              Quick Capital, LLC
10.6            Common Stock Purchase Warrant Agreement between Deep Green Waste &
              Recycling, Inc. and BHP Capital NY Inc.
10.7            Common Stock Purchase Warrant Agreement between Deep Green Waste &
              Recycling, Inc. and Quick Capital, LLC
10.8            Promissory Note between Deep Green Waste & Recycling, Inc. and
              Jereny D. Lyell




3

© Edgar Online, source Glimpses