Joey New York, Inc. (OTCMKTS:JOEY) Files An 8-K Entry into a Material Definitive Agreement

Joey New York, Inc. (OTCMKTS:JOEY) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry Into a Material Definitive Agreement

On May 3, 2017, Joey New York, Inc. (“Joey” or the “Company”)
entered into a Securities Purchase Agreement (“Securities
Purchase Agreement”), to which Joey sold a nine month, $600,000
convertible promissory note (the “Note”) with Kodiak Capital
Group, LLC (the “Lender”). The Note can be converted at a fixed
price of $1.00 per share. The Note has a 10% original issue
discount and bears 24% interest for any amounts not paid by the
maturity date. The Company received $135,000 as an initial
funding from the Note, with the balance funded post closing upon
mutual agreement. The Company issued a warrant (“Warrant”) to
purchase 800,000 shares of common stock with a cashless exercise
price of $0.75 per share in connection with the Note. The Note
may be prepaid at the Company’s option at 130% multiplied by the
total outstanding amount of the Note at the time of prepayment.
Upon an Event of Default, the Lender can convert all or part of
the Note into common stock at the lessor of $1.00 per share or
50% of the lowest trading price for the common stock for the 30
days immediately prior to conversion.
Closing on this Agreement occurred on May 12, 2017.
Also on May 3, 2017, the Company entered into an Equity Purchase
Agreement (the “Equity Agreement”), and a Registration Rights
Agreement (the “Rights Agreement”) with the Lender. As a
condition for the execution of the Investment Agreement, we
issued a 10% convertible promissory note (the “Commitment
Note”) in principal value equal to $25,000.00, maturing six
months from the date of issuance. The convertible promissory note
has no registration rights and is convertible into the common
stock of the Company upon any default at the rate of 50% of the
30 day weighted average trading price prior to conversion. We
also issued the Lender 50,000 shares of common stock.
Under the terms of the Equity Agreement, the Lender will
purchase, at the Company’s election, up to $2,000,000 of the
Company’s registered common stock (the “Shares”). During the
three year term of the Investment Agreement, the Company may at
any time in its sole discretion deliver a “put notice” to the
Lender thereby requiring the Lender to purchase a certain dollar
amount of the Shares. Simultaneous with the delivery of such
Shares, the Lender shall deliver payment for the Shares. Subject
to certain restrictions, the purchase price for the Shares shall
be equal to 70% of the lowest closing bid price of the common
stock during the five-day trading period immediately after Put
Notice.
The number of Shares sold to the Lender shall not exceed the
number of such shares that, when aggregated with all other shares
of common stock of the Company then beneficially owned by the
Lender, would result in the Lender owning more than 4.99% of all
of the Company’s common stock then outstanding. Additionally,
the Lender may not execute any short sales of the Company’s
common stock.
Under the terms of the Rights Agreement, the Company agreed to
file a registration statement with the Securities and Exchange
Commission with respect to the Shares. The Company is obligated
to keep such registration statement effective until (i) three
months after the last closing of a sale of Shares under the
Purchase Agreement, (ii) the date when the Lender may sell all
the Shares under Rule 144 without volume limitations, or (iii)
the date the Lender no longer owns any of the Shares.
The foregoing descriptions are qualified in their entirety by
reference to the Securities Purchase Agreement, Note, Warrant,
Equity Agreement, Commitment Note and Rights Agreement, copies of
which appear as Exhibits to this Form 8-K and are incorporated by
reference to this Item 1.01.
Item 9.01. Financial Statements and Exhibits
The following exhibits are filed herewith:
Exhibit No.
Description
10.1
Securities Purchase Agreement between Joey New York,
Inc. and Kodiak Capital Group LLC dated May 3, 2017.
10.2
Promissory Note Joey New York, Inc. and Kodiak
Capital Group LLC dated May 3, 2017.
10.3
Common Stock Purchase Warrant between Joey New York,
Inc. and Kodiak Capital Group LLC dated May 3, 2017.
10.4
Equity Purchase Agreement between Joey New York, Inc.
and Kodiak Capital Group LLC dated May 3, 2017.
10.5
Commitment Note between Joey New York, Inc. and
Kodiak Capital Group LLC dated May 3, 2017.
10.6
Registration Rights Agreement between Joey New York,
Inc. and Kodiak Capital Group LLC dated May 3, 2017,


About Joey New York, Inc. (OTCMKTS:JOEY)

Joey New York Inc., formerly Pronto Corp. is a development-stage company. The Company is engaged in the development and operation of a business engaged in the remote parking payment service, in Montreal, Canada. In May 2014, the Company acquired Joey New York brand of skin care and beauty products through its acquisition of RAR Beauty, LLC.

Joey New York, Inc. (OTCMKTS:JOEY) Recent Trading Information

Joey New York, Inc. (OTCMKTS:JOEY) closed its last trading session up +0.14 at 1.15 with 452 shares trading hands.

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