NORTHSIGHT CAPITAL, INC. (OTCMKTS:NCAP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On August 7, 2018, Northsight Capital, Inc. (the “Company”) borrowed $63,000 from a third-party to a convertible promissory note. The note has a face amount of $66,150 (issued for a purchase price of $63,000) (a 5% original issue discount), bears interest at 8% annually and matures on or about August 2, 2019.
Repayment of the note is subject to acceleration in the following circumstances:
in the event of a breach of the Note, including the repayment provisions
if a bankruptcy or similar proceeding for the benefit of our creditors is instituted against the Company
if a judgment in excess of $50,000 is entered against the company
if the company defaults on any other note’ indebtedness
if the company’s common stock is no longer quoted on the OTC market
if the Company’s common stock no longer has a bid price
if the Company fails to comply with its SEC reporting obligations
In the event of a default under the Note, the interest rate per annum increase to 24%. If the default relates to a loss of the bid price, the Company is required to pay an amount equal to 120% of the amount due under the Note (principal, interest, penalties, costs, etc.). If the company breaches the conversion provisions of the note, there is in addition a per day penalty ranging between $250 – $500.
The Note is convertible into Company common stock, commencing 6 months after the issue date, at a variable conversion price equal to a 38% discount to the market price of the common stock (as defined), provided that if the company’s common stock is subject to ta DTC “chill,” the conversion discount is increased to 48%. Further, if the company fails to meet its SEC reporting obligations after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion of the Note.
The note may be prepaid at any time during the 180 day period following issuance, subject to payment of a variable premium ranging between 15% to 35% for redemptions between 30 and 180 days after the issuance date. After 180 days, the Note may not be prepaid.
The Company agreed to file an information statement with the SEC regarding an increase in the Company’s authorized common shares no later than September 15, 2018 and to cause its authorized common shares to be increased no later than October 15, 2018. If the Company’s authorized common shares are not increased by the six month anniversary of this Note, the conversion discount shall be increased by 10 percentage points to 48% instead of 38%.
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.