INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Securities Purchase Agreement, Convertible Promissory Note, Warrant, Registration Rights Agreement, Security Agreement, and Guaranty
On February 11, 2021, in connection with the financing detailed in Section 2.2.1 of the Acquisition Agreement with Digital Age Business, Inc. (which was detailed in the Companys Current Report on Form 8-K filed with the SEC on February 17, 2021), Bergio International, Inc. (the Company and BRGO)entered into a certain Securities Purchase Agreement, Convertible Promissory Note, Warrant, Registration Rights Agreement, Security Agreement, and Guaranty (together, the BRGO Transaction Documents), with certain accredited investors (the Purchasers), as set forth herein as Exhibit 10.1.
Under the terms of the Securities Purchase Agreement, the Company will complete a private placement offering to Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), and/or Rule 506 promulgated thereunder (the Private Placement Offering) of up to $1,512,500.00 in face value of Secured Convertible Promissory Notes (the Notes) and Common Stock Purchase Warrants for up to 756,250,000 shares of BRGO Common Stock (the Warrants) at a purchase price of $1,375,000.00, representing a 10% original issuance discount, (the Purchase Price), upon the terms and subject to the conditions set forth in the BRGO Transaction Documents, including the Guaranty, Security Agreement and Registration Rights Agreement.
The Convertible Secured Subordinated Promissory Notes (the Notes) to be issued to the Purchasers each have a One (1) Year term, with a Maturity Date of February 11, 2022, and bear interest at 10%, which is to be paid to the Holders quarterly. The Notes are convertible into BRGO Common Stock at the fixed conversion price of $0.0015, and the Holders thereof may convert all or a portion of the Notes into the Companys Common Stock at any time, subject only to each Purchasers beneficial ownership limitation of up to 9.99% of the issued and outstanding shares of BRGO Common Stock. The Notes are redeemable by the Company, subject to the Redemption Procedure in Section 6 and the formula detailed in Schedule 6(a) thereto.
The Warrants to Purchase Common Stock (the Warrants) to be issued to the Purchasers have an exercise price of $0.002 (the Exercise Price), and such Purchasers may exercise the Warrants for a period of Five (5) Years, until the Expiration Date, and in the manner set forth therein, which includes a Cashless Exercise provision, subject to each Purchasers beneficial ownership limitation of up to 9.99% of the total issued and outstanding shares of Common Stock of the Company. The Warrants are not redeemable by the Company.
The Registration Rights Agreement requires the Company to file a Registration Statement within Sixty (60) Days of the Closing Date, and to include the Notes and Warrants (together the Registerable Securities) therein.
The Security Agreement provides the Purchasers with a security interest and lien on certain property of the Company and Acquisition Sub as set forth in Sections 2.1 and 2.2 therein (the Collateral).
The Guaranty provides the Purchasers the guarantee by the Company and Acquisition Sub of the payments due to such Purchasers under the terms of the Notes and Warrants, as set forth in the BRGO Transaction Documents, subject to the limitations therein.
The foregoing descriptions of the Securities Purchase Agreement, Note, Warrant, Registration Rights Agreement, Security Agreement, and Guaranty herein are qualified by the terms of the full text of the respective agreements attached hereto as Exhibit 10.1 and the terms thereof are incorporated herein by reference.
ITEM 7.01 – REGULATION FD DISCLOSURE.
On February 18, 2021, the Company issued a press release announcing the Acquisition Agreement, which contained quotations from Berge Abajian, CEO of BRGO and Jonathan Foltz, the President and CEO of Digital Age.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be furnished and shall not be deemed to be filed for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words anticipate, believe, estimate, expect, intend, plan, project, seek, strive, try, or future or conditional verbs such as could, may, should, will, would, or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are filed with this report:
Bergio International, Inc. Exhibit
EX-10.1 2 brgo_ex101.htm SECURITIES PURCHASE AGREEMENT,…
To view the full exhibit click
About INC. (NASDAQ:INCR)
INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.