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 Agreement and Note

On November 18, 2016 (the Closing Date), Petrone Worldwide, Inc.
(we, us, our, Company, or Corporation) consummated a transaction
with an accredited investor (Buyer), whereby, upon the terms and
subject to the conditions of that certain securities purchase
agreement (the SPA), Buyer agreed to invest up to $340,000.00
(the Purchase Price) in our Company in exchange for a convertible
promissory note in the principal amount of $400,000.00 (the
Note). The Note carries a prorated original issue discount of
$60,000.00 and bears interest at the rate of 6% per year. On the
Closing Date, the Buyer funded the first tranche under the Note,
consisting of $34,000.00 in cash. Each tranche funded under the
Note (each a Tranche), coupled with the accrued and unpaid
interest relating to that respective Tranche, is due and payable
twelve months from the funding date of the respective Tranche.
Any amount of principal or interest that is due under each
Tranche, which is not paid by the respective maturity date, will
bear interest at the rate of 22% per annum until it is satisfied
in full. The Buyer is entitled to, at any time or from time to
time, convert each Tranche under the Note into shares of our
common stock, at a conversion price per share equal to fifty five
percent (55%) of the lowest traded price of the 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 Note. In connection with the issuance of the
Note and SPA, we agreed to issue 450,000 shares of our common
stock to Buyer. The Note contains representations, warranties,
events of default, beneficial ownership limitations, prepayment
options, and other provisions that are customary of similar
instruments.

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 4.1, 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.

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 5.03 Amendment to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On December 1, 2016, we amended Article 4 of our Articles of
Incorporation (the Amendment), as amended (effective as of such
date), to increase our authorized shares from 110,000,000 shares
to 910,000,000 shares. To effect this increase, the Companys
Articles of Incorporation was amended to provide as follows:

The authorized capital stock of the Corporation shall be
910,000,000 shares. The capital stock of the Corporation is
divided into two classes: (1) Common Stock in the amount of
900,000,000 shares, having par value of $0.001 each, and (2)
Preferred Stock in the amount of 10,000,000 shares, having par
value of $0.001 each.

The foregoing description of the Amendment is qualified in its
entirety by reference to such Amendment, which is filed hereto as
Exhibit 3.1, and incorporated herein by reference

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description
3.1 Amendment to Articles of Incorporation, as filed with the
Secretary of State of Nevada on December 1, 2016.
4.1 Form of Convertible Promissory Note
10.1 Form of Securities Purchase Agreement


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 +0.011 at 0.186 with 162,448 shares trading hands.

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