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

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

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Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreements and Notes

On June 22, 2017, Petrone Worldwide, Inc. (the Company) entered
into a securities purchase agreement (SPA) with EMA Financial,
LLC (EMA), upon the terms and subject to the conditions of SPA,
we issued a convertible promissory note in the principal amount
of $100,000.00 (the Note) to EMA. The Company received proceeds
of $90,000.00 in cash from EMA. Interest accrues on the
outstanding principal amount of the Note at the rate of 10% per
year. The Note is due and payable on June 22, 2018. The Note is
convertible into common stock, subject to Rule 144, at any time
after the issue date, at the lower of (i) the closing sale price
of the common stock on the trading day immediately preceding the
closing date, and (ii) 55% of the lowest sale price for the
common stock during the twenty (20) consecutive trading days
immediately preceding the conversion date. If the shares are not
delivered to EMA within three business days of the Companys
receipt of the conversion notice, the Company will pay EMA a
penalty of $1,000 per day for each day that the Company fails to
deliver such common stock. EMA does not have the right to convert
the note, to the extent that it would beneficially own in excess
of 4.9% of our outstanding common stock. The Company shall have
the right, exercisable on not less than five (5) trading days
prior written notice to EMA, to prepay the outstanding balance on
this note for (i) 135% of all unpaid principal and interest if
paid within 90 days of the issue date and (ii) 150% of all unpaid
principal and interest starting on the 91st day following the
issue date. In the event of default, the amount of principal and
interest not paid when due bear default interest at the rate of
24% per annum and the EMA Note becomes immediately due and
payable. In connection with the Note, the Company paid EMA $4,000
for its expenses and legal fees.

The Note is a long-term debt obligation that is material to the
Company. The Note also contains certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the Note in the event of such defaults. In the event
of default, at the option of EMA and in EMAs sole discretion, EMA
may consider the Note immediately due and payable.

The foregoing descriptions of the SPA and Note are qualified in
their entirety by reference to such SPA and Note, which are filed
hereto as Exhibits 10.1, and 4.1 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 June 22, 2017,
the Company had a total of approximately 35,433,392 shares of
common stock issued and outstanding.

These securities were not registered under the Securities Act of
1933, as amended (the Securities Act), but qualified for
exemption under Section 4(a)(2) of the Securities Act. The
securities were exempt from registration under Section 4(a)(2) of
the Securities Act because the issuance of such securities by the
Company did not involve a public offering, as defined in Section
4(a)(2) of the Securities Act, due to the insubstantial number of
persons involved in the transaction, size of the offering, manner
of the offering and number of securities offered. The Company did
not undertake an offering in which it sold a high number of
securities to a high number of investors. In addition, this
investor had the necessary investment intent as required by
Section 4(a)(2) of the Securities Act since they agreed to, and
will receive, share certificates bearing a legend stating that
such securities are restricted to Rule 144 of the Securities Act.
This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be
part of a public offering. Based on an analysis of the above
factors, we have met the requirements to qualify for exemption
under Section 4(a)(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
4.1 Convertible Promissory Note in the Principal Amount of
$100,000.00, by and between Petrone Worldwide, Inc. and EMA
Financial, LLC, dated June 22, 2017.
10.1 Securities Purchase Agreement, by and between Petrone
Worldwide, Inc. and EMA Financial, LLC dated, June 22, 2017.



PETRONE WORLDWIDE, INC. Exhibit
EX-4 2 ex41.htm EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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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 down -0.0034 at 0.0125 with 503,103 shares trading hands.

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