JPX GLOBAL, INC. (OTCMKTS:JPEX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On August 8, 2017, JPX Global, Inc. (the “Company”) entered into that certain Settlement Agreement and Mutual General Release, dated August 8, 2017 (“Settlement Agreement”), between and among the Company and Auctus Fund, LLC (“Auctus”). to the Settlement Agreement, and in consideration for Auctus dismissal of an outstanding judgment against the Company, the parties agreed as follows:
|·||To amend that certain Convertible Promissory Note of the Company dated July 22, 2016 in the principal amount of $166,000 issued to Auctus, such that the outstanding principal amount of the note shall be increased by $54,000 the “Amended Note”); and|
|·||Issuance of an irrevocable letter of instruction (the “TA Letter”) reserving initially 933,333,334 shares for conversion of the Amended Note.|
The foregoing description is intended only as a summary of the material terms of the Settlement Agreement and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Form 8-K and are hereby incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities
As described in Item 1.01 above, On August 8, 2017, the Company entered into the Settlement Agreement. to the terms of the Settlement Agreement, and in consideration for Auctus dismissal of an outstanding judgment against the Company, the Company issued the Amended Note and the TA Letter.
With respect to the transactions noted above. Each of the recipients of securities of the Company described above is an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the Shares in lieu of cash. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its shares as described above was exempt from registration with the Securities and Exchange Commission to Section 4(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
10.1 Settlement Agreement and Mutual General Release between and among JPX Global, Inc. and Auctus Fund, LLC.
JPX Global Inc. ExhibitEX-10.1 2 ex101_settlementagmnt.htm SETTLEMENT AGREEMENT Exhibit 10.1 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (hereinafter the "Settlement Agreement" or the "Agreement"),…To view the full exhibit click
About JPX GLOBAL, INC. (OTCMKTS:JPEX)
JPX Global, Inc. is a development-stage company. The Company intends to capitalize on opportunities in its integrated waste and waste management service operations, including the receiving, storage, transfer and disposal in an environmental manner. In providing these services, the Company intends to pursue projects and initiatives. The Company’s waste management and collection involves picking up and transporting waste from where it was generated to its planned gasification facilities. It intends to sub-contract its collection services. The Company’s customer base will include commercial, industrial, municipal and residential customers, other waste management companies, electric utilities and governmental entity properties. The Company has not generated any revenue. The Company has no operations.