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

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreements and Notes

On February 13, 2017, Petrone Worldwide, Inc. (we, us, our, or
Company) consummated a transaction with Labrys Fund, L.P.
(Buyer), whereby, upon the terms and subject to the conditions of
that certain securities purchase agreement (the First SPA), we
issued a convertible promissory note in the principal amount of
$110,000.00 (the First Note) to Buyer. The Company received
proceeds of $100,000.00 in cash from the Buyer. The First Note
bears interest at the rate of 12% per year. The First Note is due
and payable six months from the issue date of the First Note. We
may prepay the First Note at any time during the initial 180 days
after the issue date of the First Note, without any prepayment
penalty, by paying the face amount of the First Note plus accrued
interest through such prepayment date. Any amount of principal or
interest that is due under the First Note, which is not paid by
the maturity date, will bear interest at the rate of 24% per
annum until the First Note is satisfied in full. The Buyer is
entitled to, at any time or from time to time, convert the First
Note into shares of our common stock, at a conversion price per
share equal to fifty five percent (55%) of the lowest traded
price or closing bid price of our common stock for the twenty
(20) trading days immediately preceding the date of the date of
conversion, upon the terms and subject to the conditions of the
First Note. In connection with the issuance of the First Note, we
agreed to issue 1,341,463 shares of our common stock (the First
Shares) to Buyer, provided, however, that the First Shares must
be returned to our treasury if we prepay the First Note as
provided above. On February 20, 2017, we entered into an
amendment to the First Note, whereby the Holder agreed to return
the First Shares to treasury. The First Note contains
representations, warranties, events of default, beneficial
ownership limitations, and other provisions that are customary of
similar instruments.

On February 21, 2017, we consummated a transaction with Buyer,
whereby, upon the terms and subject to the conditions of that
certain securities purchase agreement (the Second SPA), we issued
a convertible promissory note in the principal amount of
$65,000.00 (the Second Note) to Buyer. The Company received
proceeds of $58,000.00 in cash from the Buyer. The Second Note
bears interest at the rate of 12% per year. The Second Note is
due and payable six months from the issue date of the Second
Note. We may prepay the Second Note at any time during the
initial 180 days after the issue date of the Second Note, without
any prepayment penalty, by paying the face amount of the Second
Note plus accrued interest through such prepayment date. Any
amount of principal or interest that is due under the Second
Note, which is not paid by the maturity date, will bear interest
at the rate of 24% per annum until the Second Note is satisfied
in full. The Buyer is entitled to, at any time or from time to
time, convert the Second Note into shares of our common stock, at
a conversion price per share equal to fifty five percent (55%) of
the lowest traded price or closing bid price of our common stock
for the twenty (20) trading days immediately preceding the date
of the date of conversion, upon the terms and subject to the
conditions of the Second Note. In connection with the issuance of
the Second Note, we agreed to issue 1,497,000 shares of our
common stock (the Second Shares) to Buyer. The Second Note
contains representations, warranties, events of default,
beneficial ownership limitations, and other provisions that are
customary of similar instruments.

The foregoing descriptions of the First SPA, Second SPA, First
Note, and Second Note are qualified in their entirety by
reference to such First SPA, Second SPA, First Note, and Second
Note, which are filed hereto as Exhibits 10.1, 10.2, 4.1 and 4.2,
respectively, and are incorporated herein by reference

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The disclosure in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item.

Item 3.02 Unregistered Sales of Equity
Securities

The disclosure in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item. As of February 21,
2017, the Company had a total of approximately 30,001,360 shares
of common stock issued and outstanding.

We claim an exemption from the registration requirements of the
Securities Act, for the private placement of these securities to
Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder because, among other things, the
transaction did not involve a public offering, Buyer is an
accredited investor, Buyer acquired the securities for investment
and not resale, and we took appropriate measures to restrict the
transfer of the securities.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

About PETRONE WORLDWIDE, INC. (OTCMKTS:PFWI)

Petrone Worldwide, Inc. (Petrone Worldwide) is an importer and distributor of commercial grade tableware products, decorative hotel guest room amenities, lavatory and bathroom fixtures and furniture, food and beverage service items, and trendy accessories for the Asian and the European marketplaces. The Company’s brands include Front of the House and Room 360. Petrone Worldwide sells and markets products under its own name and acts as a distributor primarily to companies to the hospitality trade. The Company’s product lines consist of hotel groups, such as Marriott Hotel Brands, The Four Seasons Hotel & Resorts, Hilton Worldwide, Hyatt Hotels & Resorts, Starwood Hotel & Resorts, and Fairmont Hotel & Resorts, and smaller hotel chains and upscale restaurants. The Company sells product lines, such as front of the house collection and room360 degree back of the house collection.

PETRONE WORLDWIDE, INC. (OTCMKTS:PFWI) Recent Trading Information

PETRONE WORLDWIDE, INC. (OTCMKTS:PFWI) closed its last trading session up +0.070 at 0.150 with 420,114 shares trading hands.