Geospatial Corporation (OTCMKTS:GSPH) Files An 8-K Entry into a Material Definitive Agreement

Geospatial Corporation (OTCMKTS:GSPH) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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On August 31, 2017, Geospatial Corporation (the “Company”) and David M. Truitt, the holder of three Secured Promissory Notes (collectively, the “Notes”) owed by the Company, entered into an Agreement and Amendment (the “Agreement”) to which, (i) the maturity date of the Notes was extended to June 1, 2018; (ii) the price at which the Notes are convertible to shares of the Company’s common stock was amended to institute a floor of $0.02; the interest rate on the Notes was amended to 15% per annum effective upon the execution of the Agreement; (iii) the event of default under the Notes was waived; and (iv) the Company delivered to Mr. Truitt a warrant to purchase 20,000,000 shares of the Company’s common stock at a price of $0.01 per share. A copy of the Agreement is attached to this Current Report on Form 8-K as Exhibit 10.01, and the description of the Agreement contained herein is a summary and is qualified in its entirety by reference to the full text of the Agreement.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On August 31, 2017, the Company issued to a lender warrants to purchase 20,000,000 shares of its common stock at a price of $0.01 per share, which are exercisable through August 31, 2022. The issuance took place in a private placement transaction to the exemption from the registration requirements of the Securities Act provided by Section 4(2) of the Securities Act and/or Regulation D. The lender is an accredited investor, and the Company conducted the private placement without any general solicitation or advertisement, and with a restriction on resale.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit

No.Description

10.1Agreement and Amendment dated August 31, 2017, by and between Geospatial Corporation and David M Truitt.

{S0913576.1}


Geospatial Corp Exhibit
EX-10.1 2 gs_ex10z1.htm AGREEMENT AND AMENDMENT Truitt-Geospatial Agreement and Amendment (July 2016)  (S0961356.DOCX;1) EXHIBIT 10.1 AGREEMENT AND AMENDMENT   THIS AGREEMENT AND AMENDMENT ("Agreement") is dated as of August 31,…
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About Geospatial Corporation (OTCMKTS:GSPH)

Geospatial Corporation provides cloud-based geospatial solutions to locate and digitally map underground pipelines and other infrastructure in three dimension. The Company provides two types of services to its clients: data acquisition and data management. Data acquisition entails utilizing various technologies to locate the position and depth of underground pipelines and conduits along with information on existing aboveground infrastructure. The Company provides data management services, in which it manages critical infrastructure data through the licensing of its cloud-based GeoUnderground Geographic Information System (GIS) software. Along with GeoUnderground, the Company provides a cloud-based infrastructure management solution to its clients, which include utilities, municipalities, government agencies and other facilities.

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