PETRONE WORLDWIDE, INC. (OTCMKTS:PFWI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September 5, 2017, Petrone Worldwide, Inc. (the “Company”) entered into a common stock purchase warrant (the “CSPW”)with Crown Bridge Partners, LLC (the “Holder”). The Holder received warrants to purchase up to 2,500,000 shares of common stock. The initial exercise price for the warrants is $0.01 per share, subject to adjustment as described in CSPW and the warrants are exercisable for five years after the issuance date. The CPSW was entered into in connection with the securities purchase agreement entered into November 18, 2016 with the Holder, as the Company previously reported on Form 8-K on December 2, 2016.
The foregoing description of the CSPW is qualified in its entirety by reference to such form of CSPW, which is filed hereto as Exhibit 4.1 and is incorporated herein by reference.
On September 12, 2017, the Company, entered into a Securities Purchase Agreement (the “SPA”) with LABRYS FUND, LP (the “Purchaser”), to which the Company issued to the Purchaser a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $77,000. The Note has a maturity date of March 12, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of twelve percent (12%) per annum from the date on which the Note is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company has the right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. The transactions described above closed on September 12, 2017.
The outstanding principal amount of the Note (if any) is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, par value $0.001 per share at a conversion price set forth in the Note, subject to adjustment as set forth in the Note. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Note), the Note will become immediately due and payable and the Company has agreed to pay to the Purchaser, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.
The foregoing descriptions of the SPA and Note are qualified in their entirety by reference to such form of SPA and Note, which are filed hereto as Exhibits 10.1 and 4.2, respectively, and are incorporated herein by reference.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 1.01 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 1.01.
Item 1.01. Unregistered Sales of Equity Securities.
The information required by this Item 1.01 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 1.01.
Item 1.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
| 4.1 | Common Stock Purchase Warrant, by and between Petrone Worldwide, Inc. and Crown Bridge Partners, LLC, dated September 5, 2017 |
| 4.2 | Convertible Promissory Note, dated September 12, 2017, by and between Petrone Worldwide, Inc. and Labrys Fund, LP |
| 10.1 | Securities Purchase Agreement, dated September 12, 2017, by and between Petrone Worldwide, Inc. and Labrys Fund, LP |
PETRONE WORLDWIDE, INC. ExhibitEX-4 2 ex41.htm EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
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.