DigiPath, Inc. (OTCMKTS:DIGP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 23, 2019, Digipath, Inc. (the “Company”) completed the sale to an institutional investor (the “Investor”) of an 8% Secured Convertible Note in the principal amount of up to $400,000 (“Note”), evidencing an initial loan to the Company in the amount of $200,000. The Investor has the discretion to make additional loans to the Company in the aggregate amount of $200,000 in the 90 days following the issuance of the Note. The transaction was effected to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.
The Note matures on September 23, 2020, bears interest at a rate of 8% per annum, and is convertible into shares of the Company’s common stock at a conversion price of $0.11 per share. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., to a Security Agreement between the Company, Digipath Labs, Inc. and the Investor.
The information set forth above is qualified in its entirety by reference to the actual terms of the Note and Security Agreement, which have been filed as Exhibits 4.1 and 10.1, respectively, and which are incorporated herein by reference.
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 under Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 4.1 | 8% Secured Convertible Note due September 23, 2020 |
| Exhibit 10.1 | Security Agreement, between Digipath, Inc. Digipath Labs, Inc., and holder of the 8% Secured Convertible Note due September 23, 2020 |
Digipath, Inc. Exhibit
EX-4.1 2 ex4-1.htm THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,…
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