GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS) Files An 8-K Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure |
On January 3, 2017, Greenfield Farms Food, Inc.
(GRAS) issued a convertible promissory note
dated December 30, 2016 that netted GRAS $234,600 in financing.
GRAS intends to use the proceeds from this financing for general
working capital and to fund the development of corporate
initiatives relating to its business plan.
The terms of this financing agreed upon with the individual
investor is described in the below items.
Item 1.01 |
Entry into a Material Definitive |
Convertible Promissory Note to CareBourn Capital,
L.P.
On January 3, 2017, FastFunds Financial Corporation (GRAS) issued
a Convertible Promissory Note dated December 30, 2016 (Note) in
the principal amount of $279,565 with an interest rate of 12% per
annum to the terms of the Convertible Promissory Note among GRAS,
a Nevada corporation, and CareBourn Capital, L.P., a Delaware
Limited Partnership (CareBourn) (the Note). The CareBourn Note
matures on December 30, 2018 (Maturity Date).
The Note requires daily payments of principal and/or interest of
$600. Any amount of principal or interest on this Note that is
not paid following an event of default to the terms of the Note
shall bear interest at the rate of twenty-two percent (22%) per
annum until the same is paid.
The Conversion Price shall be 40% multiplied by the Market Price
(representing a discount rate of 60%). Market Price means the
average of the lowest Trading Price for the Common Stock during
the twenty (20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date.
The Corporations obligations under the Note are secured by all of
the outstanding shares of GRASs Series D Preferred Stock held by
its Chief Executive Officer, Ronald Heineman. The Series D
Preferred provides Mr. Heineman or his assigns Super Majority
Voting Rights. As a result, Mr. Heineman exercises majority
control in determining the outcome of all corporate transactions
or other matters, including the election of Directors, mergers,
consolidations, the sale of all or substantially all of the
Companys assets, and also the power to prevent or cause a change
in control. A change in control of the Corporation would occur in
the event a default is called to the terms of the Note and if the
Series D shares are transferred to CareBourn.
GRAS claims an exemption from the registration requirements of
the Securities Act of 1933, as amended (Act), for the private
placement of these securities to Section 4(2) of the Act since,
among other things, the transaction did not involve a public
offering. CareBourn is an accredited investor, CareBourn had
access to information about GRAS and its investment, CareBourn
took the securities for investment and not resale, and GRAS took
appropriate measures to restrict the transfer of the securities.
The foregoing descriptions of the CareBourn Agreement are
qualified in their entirety by reference to such Promissory Note,
which is filed as Exhibit 10.1 hereto and are incorporated herein
by reference.
Item 2.03 |
Creation of Direct Financial Obligation or an |
The disclosures in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item.
Item 3.02 |
Unregistered Sales of Equity |
The disclosures in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item.
Item 5.01 |
Changes in Control of Registrant |
The disclosures in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item.
Item 9.01 |
Financial Statement and Exhibits |
(d) |
Exhibits. |
Exhibit Number |
Description |
10.1 |
Convertible Promissory Note by and among Greenfield Farms |
|
About GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS)
Greenfield Farms Food, Inc., formerly Sweet Spot Games, Inc., through its subsidiary, Carmela’s Pizzeria CO, Inc., operates Carmela’s Pizzeria. As of December 31, 2015, Carmela’s Pizzeria had three Dayton, Ohio area locations offering authentic New York style pizza. Carmela’s Pizzeria offers a full service menu for dine in, carry out and delivery, as well as pizza buffets in select stores. As of December 31, 2015, the Company offered two restaurant concepts in its three Company owned restaurant locations, including a dining room menu consisting of a Carmela’s Pizzeria and a limited pizza buffet, alcohol and a Sports Grill, and a smaller Carmela’s Pizzeria with dining room, including limited pizza buffet, delivery and carryout, as well as a drive-thru in certain locations. In addition, its locations offer a Carmela’s Treats walk-up window offering ice cream style dessert treats, which are offered to both diners within the restaurant or patrons looking for dessert only offerings. GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS) Recent Trading Information
GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS) closed its last trading session 00.00000 at 0.00010 with 8,883,333 shares trading hands.