PETROTERRA CORP. (OTCMKTS:PTRA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
PetroTerra Corp. (the “Company”) previously reported in the Current Report on Form 8-K, dated June 1, 2017, that it issued to an institutional investor (the “Lender”) on January 12, 2017 a senior convertible note in the aggregate principal amount of $240,000 (the “Note”), for an aggregate purchase price of $30,000. On January 12, 2017, Lender did not fully fund the purchase price of $30,000 and, as a result thereof, the Company did not issue the Note. Subsequently, upon Lender fully funding the purchase price of $30,000 on June 30, 2017, the Company issued to Lender the Note.
The principal due under the Note accrues interest at a rate of 12% per annum. All principal and accrued interest under the Note is due six months following the issue date of the Note, and is convertible into shares of the Company’s common stock, par value $0.001 (“Common Stock”), at a conversion price equal to 50% of the lowest volume-weighted average price for the previous ten trading days immediately preceding the conversion. The Note includes anti-dilution protection, including a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company, as well as customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become immediately due and payable and the Company will be required to make certain payments to the Lender.
The foregoing summary of the terms of the Note is subject to, and qualified in its entirety by, the agreements and instruments attached hereto as Exhibit 4.1, which are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above with respect to the Note is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item 1.01 above with respect to the issuance of the Note is incorporated herein by reference. The issuance of the Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), to Section 4(a)(2) of the Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 4.1 | Form of Senior Convertible Note |
PETROTERRA CORP. ExhibitEX-4.1 2 ex4-1.htm THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
About PETROTERRA CORP. (OTCMKTS:PTRA)
PetroTerra Corp. is a development-stage company. The Company holds oil and gas leases for property in the Central Utah Thrust Belt in Sevier County and Beaver County, Utah. As of March 31, 2016, the Company’s leases covered 5,950.54 gross acres in Sevier and Beaver counties in southwest Utah. The Company’s Sevier leases are UTU-89243 and UTU-89244, and its Beaver county lease is UTU-86466. As of March 31, 2016, the Company had not generated any revenues. The Company focuses on seeking a strategic alternative both inside and outside of the oil and gas market. The Company was an independent exploration and development company focused on the acquisition of property.