Item 1.01. Entry Into A Material Definitive Agreement.
Securities Purchase Agreement dated as of December 19, 2019
Registration Rights Agreement dated as of December 19, 2019
Promissory Note dated as of December 19, 2019
Common Stock Purchase Warrant dated as of December 19, 2019
Amending Agreement dated as of January 8, 2020
Green Hygienics Holdings, Inc. ("we" or the "Company") entered into a securities
purchase agreement dated as of December 19, 2019 (the "SPA") with Triton Funds,
LP, an accredited investor (the "Buyer"), pursuant to which the Company issued
and sold to the Buyer (i) a convertible promissory note (the "Note") in the
aggregate principal amount of up to $750,000, due June 30, 2019, bearing
interest at a rate of ten percent (10%) per annum and convertible into shares of
the Company's common stock at a conversion price of $2.50 per share and (ii) a
common stock purchase warrant (the "Warrant"), exercisable for two (2) years, to
purchase up to 250,000 shares of the Company's common stock at an exercise price
of $3.00 per share, for an aggregate purchase price of $600,000.
On December 31, 2019, the Buyer paid an initial purchase price of $100,000 at
the initial closing. The purchase price balance of $500,000 will be paid upon a
registration statement for the registration of the secondary offering and resale
of the shares issuable upon conversion of the Note and exercise of the Warrant
being declared effective by the Securities & Exchange Commission (the "SEC").
The Note is currently vested only as to an aggregate principal amount of
$125,000, and the Warrant is currently vested only as to the right to purchase
41,667 shares. The remainder of the Note (as to an aggregate principal amount of
$625,000) and the remainder of the Warrant (as to the right to purchase up to
203,333 shares) shall vest if, and only if, Triton pays the purchase price
balance of $500,000. The original issue discount on the Note for the initial
purchase price is $25,000, and the original issue discount for the Note, fully
vested, is $150,000.
The Note can be prepaid at any time by paying 110% of the then outstanding
principal, interest, default interest (if any), and any other amounts then due
under the Note. The Note is initially convertible at a price per share equal to
$2.50 (the "Fixed Conversion Price"); provided, however, that during the
continuance of an event of default under the Note, the conversion price shall be
equal to 75% of the lowest trading price of the Company's common stock during
the 30 trading days prior to conversion.
Concurrently therewith, we entered into a registration rights agreement with the
Buyer, pursuant to which we agreed to file a registration statement with the SEC
for the registration of the secondary offering and resale of the shares issuable
upon conversion of the Note and exercise of the Warrant and to have the
registration statement declared effective by the SEC at the earliest possible
date.
On January 8, 2020, we entered into an Amending Agreement with the Buyer,
pursuant to which the parties agreed that the issue date of the Note was
December 31, 2019, the maturity date of the Note is June 30, 2020, and that the
deadline for the filing of the registration statement is January 31, 2020.
The foregoing descriptions of the Note, the Warrant, the SPA, the RRA, and the
Amending Agreement are summaries, and are qualified in their entirety by
reference to such documents, which are attached hereto as Exhibit 4.1, Exhibit
4.2, Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by
reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference. The
issuance was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended and/or Rule 506 of Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2019, Matthew Dole resigned as a director due to health concerns.
Mr. Dole's resignation as a director was not because of any disagreements with
the Company on matters relating to its operations, policies and practices.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
4.1 Convertible Promissory Note
4.2 Common Stock Purchase Warrant
10.1 Securities Purchase Agreement
10.2 Registration Rights Agreement
10.3 Amending Agreement
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