NORTHSIGHT CAPITAL, INC. (OTCMKTS:NCAP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
Item 3.02. Unregistered Sales of Equity Securities.
As previously disclosed in the Registrant’s Current Report on Form 8-K filed September 20, 2017 (“Prior 8-K”), since January 1, 2017, John Lemak and Sandor Capital Master Fund (a significant shareholder and affiliate of John Lemak) (together, “Lemak”) have advanced the Registrant an aggregate of $439,000, including an aggregate of $219,000 since June 30, 2017. Lemak has been the Registrant’s primary funding source during 2017.
Following completion of legal due diligence, the Registrant agreed on October 16, 2017, to (i) issue to Sandor Capital warrants to purchase an aggregate of 7 million shares of common stock at an exercise price of $.05 per share for a term of three years (these warrants are in replacement of recently expired warrants for the same number of shares at the same exercise price), (ii) issue to Sandor Capital warrants to purchase an aggregate of 1,130,285 shares of common stock at an exercise price of $.10 per share for a term of three years (416,000 of these warrants are in replacement of recently expired warrants for the same number of shares at an exercise price of $.25 per share and 714,285 of these warrants are in replacement of warrants being cancelled for the same number of shares at an exercise price of $.25 per share), and (iii) issue to Sandor Capital warrants to purchase an aggregate of 2 million shares of common stock at an exercise price of $.05 per share for a term of three years (these warrants are in replacement of warrants being cancelled for the same number of shares at the same exercise price).
The registrant believes that the foregoing transactions (to the extent they constitute a sale of securities) were exempt from the registration requirements of the Securities Act of 1933, as amended, because there was no general solicitation, Sandor Capital Master fund is an accredited investor, within the meaning of Regulation D, and is sophisticated about business and financial matters.
About NORTHSIGHT CAPITAL, INC. (OTCMKTS:NCAP)
Northsight Capital, Inc. is engaged in the provision of online directories for a range of businesses engaged in the lawful sale and distribution of cannabis and hemp related products. The Company’s Websites include WeedDepot.com; RateMyStrain.com; 420Careers.com; MJBizWire.com; MarijuanaRecipes.com; MarijuanaSelfies.com; Wiki-Weed.com; MarijuanaMD.com, and TheMarijuanaCompanies.com. Weed Depot is a smart phone and Internet platform directory with geo-mapping for dispensaries, doctors and clinics, head shops, tattoo parlors and vape lounges. RateMyStrain.com is a site on which individuals or dispensaries can rate or insert new strains commenting on their use and effect. 420Careers.com is a Website for anyone looking to hire or seeking a job in the cannabis space. MJBizWire.com is involved in the distribution of new events for companies in the cannabis space. MarijuanaSelfies.com is a Web community for the freedom of expression and legalization of marijuana.