Freedom Leaf Inc. (OTCMKTS:FRLF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On September 5, 2018, Freedom Leaf Inc., a Nevada corporation (the “Company”), and a Cannabis Private Equity Fund (the “Investor”) agreed that the Investor would send the Company $250,000 (the “Deposit Amount”) as a deposit towards a potential purchase of Company common stock under a non-binding Term Sheet (the “Term Sheet”), and if the full purchase contemplated under the Term Sheet was not consummated on or prior to September 17, 2018 (the “Reference Date”), the Company would issue to the Investor (i) a number of shares of Company common stock (the “Purchased Shares”) equal to the Deposit Amount divided by a 20% discount to the Company’s volume-weighted average price (“VWAP”) for the 30-day period ending on the day prior to the Reference Date, (ii) a three-year warrant to purchase the same number of shares of Company common stock at an exercise price of 120% of the VWAP on the Reference Date, and (iii) a three-year warrant to purchase the same number of shares of Company common stock at an exercise price of 165% of the VWAP on the Reference Date.
As an example for clarity, if each of the relevant VWAP’s were $0.16/share on September 17, 2018, and the transaction had not been consummated on or prior to that date, the Company would be obligated to issue the Investor (i) 1,953,125 shares of Company common stock, (ii) a three-year warrant to purchase 1,953,125 shares of Company common stock at $0.192/share, and (iii) a three-year warrant to purchase 1,953,125 shares of Company common stock at $0.264/share.
On September 5, 2018, the Investor sent the Deposit Amount to the Company.
About Freedom Leaf Inc. (OTCMKTS:FRLF)
Freedom Leaf, Inc. (Freedom Leaf) is focused on being the national and international news source for the Cannabis/Industrial Hemp industry. The Company, through its online and print media channels, is engaged in dissemination of current legislation and legal news, arts and entertainment. The Company provides advertisements in publications, both print and online, in the cannabis/hemp marketplace. It provides consulting services to companies who are in its industry. It contracts with companies to brand, market and sell their products and/or services. It sells licenses, both domestic and foreign, for the use of the Freedom Leaf brand that includes its products and services. The Company also incubates other companies in the cannabis industry. The Company’s magazine, The Good News in Marijuana Reform, reports on arts, fashion and lifestyle, all of the elements of the burgeoning cannabis movements.