MCPI, INC. (OTCMKTS:MCPI) Files An 8-K Entry into a Material Definitive Agreement

MCPI, INC. (OTCMKTS:MCPI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Material Definitive Agreement

On February 22, 2017, MCPI, Inc. (the “Registrant”) entered into a Material Definitive Agreement with L2 Capital, LLC, a Kansas limited liability company (“L2 Capital”).
Our MDA has several components: Under the Equity Purchase Agreement (‘Equity Line”), the Registrant has the right, but not the obligation, to sell shares of its common stock to L2 Capital at 75% of the prevailing OTC market price, as determined by the public market over time periods set out in the Equity Line, for up to $3,000,000. Under the Registration Rights Agreement (“Registration Rights”), the Registrant Is obliged to register the offering of shares to be put under the Equity Line with the Securities and Exchange Commission on Form S-1, and certain Blue Sky regulators, so that L2 Capital may, presumably, resell such shares under our Rule 424 Prospectus. The Registrant paid a 3% capital commitment fee to L2 Capital, by issuing to it a $90,000 8% Convertible Promissory Note (“Note”) The Note requires us to repay $45,000, with interest, in six (6) months, and the balance upon the effective date of the referenced Form S-1, or an additional six (6) months, whichever is earlier. Our default would trigger conversion rights in favor of L2 Capital, permitting it to demand issuance of shares at a 30% discount to market sufficient to satisfy any amounts due. Also included are share reserve requirements, under which our transfer agent, VStock Transfer, Inc., agrees to maintain a portion of our authorized but unissued shares sufficient to meet our obligations under the Equity Line and Note.
The foregoing is a summary only of the terms of the MDA. Copies of the Equity Line, Registration Rights and Note are submitted herewith, and the descriptions herein are qualified entirely by reference to the express language of these documents.
Item 9.01 – Financial Statements and Exhibits Submitted
Exhibit 10.1 – Equity Purchase Agreement
Exhibit 10.2 – Registration Rights Agreement
Exhibit 10.3 – Convertible Promissory Note

About MCPI, INC. (OTCMKTS:MCPI)

MCPI, Inc., formerly Med-Cannabis Pharma, Inc., intends to focus its sales and marketing efforts on qualifying patients within states that allow medical marijuana and/or states that allow for personal recreational use of marijuana. In states where vertical integration is not permitted, the Company plans to determine which of the permitted activities offer the potential for growth and value creation. It seeks to engage, sponsor or lead local advocacy and lobbying groups that have an impact on the evolution and character of laws and the regulations under which legal marijuana operations are implemented in select markets. Its products and services range from the sale of buds and edibles, oils, consumable supplies and other products complementary to the use of medical and/or personal use marijuana. It also has a protocol for providing management services to privately owned mom-and-pop dispensaries. The Company has not generated any revenue.

MCPI, INC. (OTCMKTS:MCPI) Recent Trading Information

MCPI, INC. (OTCMKTS:MCPI) closed its last trading session down -0.025 at 0.175 with 36,400 shares trading hands.

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