GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Convertible Promissory Note with Carebourn Capital LLC
On July 8, 2019, we sold Carebourn LP, a Delaware limited partnership (“Carebourn”) a convertible promissory note in the principal amount of $922,646 (the “Note”), to a Securities Purchase Agreement we entered into with them dated July 8, 2019. The Note bears interest at the rate of 10% per three- month period and principal is due and payable on July 8, 2020. Interest payments of $92,264 are due on or before September 30, 2019, December 31, 2109, March 31, 2020 and June 28, 2020. We paid $70,146 to cover Carebourn’s transactional expenses and $17,500 was paid directly to Company professional service providers for accounting and auditing fees, which were included in the principal amount of the Note.
The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. Additionally, upon the occurrence of certain defaults, as described in the Note, we are required to pay Carebourn liquidated damages in addition to the amount owed under the Note.
The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date. The conversion price of the Notes is subject to proportional adjustment in the event of stock splits, stock dividends, rights offerings by us relating to our securities or the securities of any our subsidiaries, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. Additionally, in the event our shares are not deliverable via DWAC following conversion an additional 10% discount is added to the conversion discount of the note and in the event, we fail to meet certain other requirements of the note, an additional 5% discount is added to the conversion discount of the conversion price.
In the event we fail to deliver the shares of common stock issuable upon conversion of the Note within three business days of our receipt of a conversion notice, we are required to pay Carebourn $2,000 per day for each day that we fail to deliver such shares.
At no time may the Note be converted into shares of our common stock if such conversion would result in Carebourn and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. This ownership limitation can be increased or decreased by the holder upon 61 days’ notice to us.
We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.
The disclosures above in Item 1.01, are incorporated by reference in this Item 2.03 in their entirety.
The disclosures above in Item 1.01 are incorporated by reference in this Item 3.02 in their entirety.
The shares of the Company\’s common stock issuable upon conversion of the Note were not registered under the Securities Act of 1933, as amended (the \”Securities Act\”) in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act in a transaction not involving a public offering or distribution.
(d) Exhibits:
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*Filed herewith.
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Greenfield Farms Food, Inc. Exhibit
EX-10.1 2 gras_ex101.htm SECURITIES PURCHASE AGREEMENT gras_ex101.htmEXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”),…
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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.