JACKSAM CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
On
Under the terms of the Agreements, the Company shall sell to each of the
Investors, and each of the Investors shall purchase from the Company, (i) a
value of
Under the terms of the Series B Preferred Stock Purchase Agreement, each of the Investors shall be issued 1,000,000 shares of the Series B Preferred Stock and the interest rate is 8.0% per annum. The Company granted to the Investors the piggy-back registration rights.
Under the terms of the Common Stock Purchase Warrant, each of the Investors was
entitled, at any time during the five-year period following issuance, to
purchase up to an aggregate of 2,000,000 shares of the Company's common stock at
an exercise price of
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this report is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this report is incorporated herein by reference.
The offer and sale of the shares by the Company was exempt from registration pursuant to section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. The Company did not engage in any general solicitation or advertising in connection with the offering or sale of the shares. Each Investor represented that such Investor was an accredited investor as defined in SEC Rule 501(a), has enough knowledge and experience in finance and business matters to be a sophisticated investor who is able to evaluate the risks and merits of the investment, and is able to bear the economic risk of an investment in the Shares. Each Investor further represented that such Investor was purchasing the shares for their own account and not with a view to distribution or resale.
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