PURA NATURALS, INC. (OTCMKTS:PNAT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The documents described herein were executed as of April 7,2017
and April 12, 2017, however, such documents were not delivered
and effective until April 13, 2017.
and April 12, 2017, however, such documents were not delivered
and effective until April 13, 2017.
On April 7, 2017, Pura Naturals, Inc. (“the Company”) entered
into a Securities Purchase Agreement (“SPA”) with Mammoth
Corporation, a Nevada corporation and accredited investor
(“Mammoth”), to which the Company, at its option, may issue and
sell to Mammoth up to $10,000,000 of the Company’s registered
common stock (the “Shares”) in a 24-month period after the
registration of the Shares. to the SPA, the amount of each
individual advance, up to $1,000,000, is at the discretion of the
Company subject to certain limitations described herein.
into a Securities Purchase Agreement (“SPA”) with Mammoth
Corporation, a Nevada corporation and accredited investor
(“Mammoth”), to which the Company, at its option, may issue and
sell to Mammoth up to $10,000,000 of the Company’s registered
common stock (the “Shares”) in a 24-month period after the
registration of the Shares. to the SPA, the amount of each
individual advance, up to $1,000,000, is at the discretion of the
Company subject to certain limitations described herein.
On April 7, 2017, the Company also entered into a Registration
Rights Agreement (“RRA”) with Mammoth whereby the Company
agreed to provide certain registration rights under the
Securities Act of 1933, as amended (the “Securities Act”), and
applicable state laws. to the RRA, the Company shall register the
Shares to a registration statement on Form S-1 (or on such other
form as is available to the Company within 45 days of the
execution of the Agreements) (the “Registration Statement”). In
addition, the Company agreed to use its best efforts to cause
such registration statement to be declared effective within one
hundred twenty (120) days after the initial filing with the
Securities Exchange Commission (“SEC”). to the terms of the SPA
and RRA, the Company shall reserve a sufficient number of shares
of the Company’s common stock for the purpose of enabling the
Company to issue Shares to the Agreements.
Rights Agreement (“RRA”) with Mammoth whereby the Company
agreed to provide certain registration rights under the
Securities Act of 1933, as amended (the “Securities Act”), and
applicable state laws. to the RRA, the Company shall register the
Shares to a registration statement on Form S-1 (or on such other
form as is available to the Company within 45 days of the
execution of the Agreements) (the “Registration Statement”). In
addition, the Company agreed to use its best efforts to cause
such registration statement to be declared effective within one
hundred twenty (120) days after the initial filing with the
Securities Exchange Commission (“SEC”). to the terms of the SPA
and RRA, the Company shall reserve a sufficient number of shares
of the Company’s common stock for the purpose of enabling the
Company to issue Shares to the Agreements.
Subject to the terms and conditions of the SPA and RRA, including
that there is an effective Registration Statement, the Company,
at its sole and exclusive option, may issue and sell to Mammoth,
and Mammoth shall purchase from the Company, the Shares upon the
Company’s delivery of written notices to Mammoth. The aggregate
maximum amount of all purchases that Mammoth shall be obligated
to make under the Agreements shall not exceed $10,000,000. Once a
written notice is received by Mammoth, it shall not be
terminated, withdrawn or otherwise revoked by the Company.
that there is an effective Registration Statement, the Company,
at its sole and exclusive option, may issue and sell to Mammoth,
and Mammoth shall purchase from the Company, the Shares upon the
Company’s delivery of written notices to Mammoth. The aggregate
maximum amount of all purchases that Mammoth shall be obligated
to make under the Agreements shall not exceed $10,000,000. Once a
written notice is received by Mammoth, it shall not be
terminated, withdrawn or otherwise revoked by the Company.
The amount for each purchase of the Shares as designated by the
Company in the applicable draw down notices shall be calculated
by the average of the last three days’ closing price of the
Company common shares; however, shall not in any case exceed (i)
4.9% of the then-current shares outstanding or (ii) the previous
10-day average trading volume of the draw down shares multiplied
by 3. There shall be a maximum draw down investment amount of
$1,000,000.
Company in the applicable draw down notices shall be calculated
by the average of the last three days’ closing price of the
Company common shares; however, shall not in any case exceed (i)
4.9% of the then-current shares outstanding or (ii) the previous
10-day average trading volume of the draw down shares multiplied
by 3. There shall be a maximum draw down investment amount of
$1,000,000.
The purchase price for the Shares to be paid by Mammoth shall be
the average of the lowest three closing prices during the last
five consecutive trading days following the delivery by the
Company of a notice.
the average of the lowest three closing prices during the last
five consecutive trading days following the delivery by the
Company of a notice.
On April 7, 2017, the Company issued to Mammoth a Convertible
Promissory Note (the “Note”) in the amount of $570,000 that
matures nine months from the date of issuance or January 7, 2018,
to fund the costs and fees associated with the transactions
described herein. As part of the transaction, Robert Doherty and
Robert Switzer, both officers and directors of the Company,
entered into a Security Agreement with Mammoth whereby they each
individually pledged 250,000 common shares of the Company as
collateral on the Note.
Promissory Note (the “Note”) in the amount of $570,000 that
matures nine months from the date of issuance or January 7, 2018,
to fund the costs and fees associated with the transactions
described herein. As part of the transaction, Robert Doherty and
Robert Switzer, both officers and directors of the Company,
entered into a Security Agreement with Mammoth whereby they each
individually pledged 250,000 common shares of the Company as
collateral on the Note.
The SPA, RRA, Note, and Security Agreement contain other
provisions customary to transactions of this nature. The
foregoing descriptions are qualified in their entirety by
reference to these documents, which are filed herewith as
Exhibits 10.1, 10.2, 10.3, and 10.4 and incorporated herein by
reference.
provisions customary to transactions of this nature. The
foregoing descriptions are qualified in their entirety by
reference to these documents, which are filed herewith as
Exhibits 10.1, 10.2, 10.3, and 10.4 and 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
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Form 8-K is incorporated herein by reference.
On April 7, 2017, the Company issued to Mammoth a Convertible
Promissory Note (the “Note”) in the principal amount of
$570,000 (inclusive of any fees) that matures nine months from
the date of issuance, or January 7, 2018. In exchange for the
Note, Mammoth agreed to provide bridge financing to the Company
in three tranches as follows:
Promissory Note (the “Note”) in the principal amount of
$570,000 (inclusive of any fees) that matures nine months from
the date of issuance, or January 7, 2018. In exchange for the
Note, Mammoth agreed to provide bridge financing to the Company
in three tranches as follows:
(1) $200,000 upon signing of the Note, the Securities Purchase
Agreement and Registration Rights Agreement (described in Item
1.01 of this Current Report) (of which $50,000 may be sent to the
Company’s auditor to complete the audit for the fiscal year
ended December 31, 2016);
Agreement and Registration Rights Agreement (described in Item
1.01 of this Current Report) (of which $50,000 may be sent to the
Company’s auditor to complete the audit for the fiscal year
ended December 31, 2016);
(2) $150,000 upon filing of the Registration Statement and
receipt of the Shares; and
receipt of the Shares; and
(3) $150,000 upon the Registration Statement becoming effective.
to the terms of the Note, the Company is not required to make any
payments on the Note until maturity, and no interest shall accrue
except in default. Prepayment of the Note is permitted without
penalty; however, Mammoth has the right to convert all or any
portion of the balance of the Note beginning six months after the
issuance date, at a conversion price per share of seventy-five
percent (75%) of the lowest trading price during the valuation
period or “look back” period immediately preceding and
including the date of conversion (as defined and calculated to
the Note). There is no minimum conversion price. Should the
Company default on the Note, the default interest rate shall be
the lower of 18% per annum or the highest rate permitted under
applicable law. The date of conversion is also adjustable in
accordance with the Note’s terms in the event certain capital
reorganization, merger, or liquidity events of the Company as
further described in the Note.
payments on the Note until maturity, and no interest shall accrue
except in default. Prepayment of the Note is permitted without
penalty; however, Mammoth has the right to convert all or any
portion of the balance of the Note beginning six months after the
issuance date, at a conversion price per share of seventy-five
percent (75%) of the lowest trading price during the valuation
period or “look back” period immediately preceding and
including the date of conversion (as defined and calculated to
the Note). There is no minimum conversion price. Should the
Company default on the Note, the default interest rate shall be
the lower of 18% per annum or the highest rate permitted under
applicable law. The date of conversion is also adjustable in
accordance with the Note’s terms in the event certain capital
reorganization, merger, or liquidity events of the Company as
further described in the Note.
Additionally, The Company’s Chief Executive Officer Robert
Doherty and the Company’s Chief Financial Officer Robert Switzer
entered into a Security Agreement with Mammoth Corporation
whereby each of them pledged 250,000 of the Company’s shares
(currently held by each of them individually) as collateral for
the Note, to be returned upon repayment of the outstanding
balance or its conversion to shares of the Company.
Doherty and the Company’s Chief Financial Officer Robert Switzer
entered into a Security Agreement with Mammoth Corporation
whereby each of them pledged 250,000 of the Company’s shares
(currently held by each of them individually) as collateral for
the Note, to be returned upon repayment of the outstanding
balance or its conversion to shares of the Company.
The complete set of terms of both the Convertible Promissory Note
and Security Agreement are attached as Exhibits 10.3 and 10.4 to
this Form 8-K and is incorporated herein by reference.
and Security Agreement are attached as Exhibits 10.3 and 10.4 to
this Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
on Form 8-K is incorporated herein by reference.
On April 7, 2017, the Company executed a Securities Purchase
Agreement to issue and sell to Mammoth Corporation, a Nevada
corporation and accredited investor, up to $10,000,000 in shares
of its common stock for a 24-month period after the registration
of such shares, at a per share price described in Item 1.01 of
this Form 8-K. In connection with this transaction, the Company
agreed to register the shares of common stock.
Agreement to issue and sell to Mammoth Corporation, a Nevada
corporation and accredited investor, up to $10,000,000 in shares
of its common stock for a 24-month period after the registration
of such shares, at a per share price described in Item 1.01 of
this Form 8-K. In connection with this transaction, the Company
agreed to register the shares of common stock.
The Company claims an exemption from the registration
requirements of the Securities Act of 1933, as amended (“Act”),
for the private placement of these securities to Section 4(2) of
the Act since, among other things, the transaction did not
involve a public offering, Mammoth is an accredited investor,
Mammoth had access to information about the Company and its
investment, Mammoth accepted the securities for investment and
not resale, and the Company took appropriate measures to restrict
the transfer of the securities.
requirements of the Securities Act of 1933, as amended (“Act”),
for the private placement of these securities to Section 4(2) of
the Act since, among other things, the transaction did not
involve a public offering, Mammoth is an accredited investor,
Mammoth had access to information about the Company and its
investment, Mammoth accepted the securities for investment and
not resale, and the Company took appropriate measures to restrict
the transfer of the securities.
The form of Securities Purchase Agreement is attached as Exhibit
10.1 to this Form 8-K and is incorporated herein by reference.
10.1 to this Form 8-K and is incorporated herein by reference.
The documents described herein were executed as of April
7,2017 and April 12, 2017, however, such documents were not
delivered and effective until April 13, 2017.
7,2017 and April 12, 2017, however, such documents were not
delivered and effective until April 13, 2017.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
10.2
10.3
10.4
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Form of Securities Purchase Agreement dated April 7,
2017, by and between Mammoth Corporation and PURA Naturals, Inc.*
Form of Registration Rights Agreement dated April 7,
2017, by and between Mammoth Corporation and PURA Naturals, Inc.*
Convertible Promissory Note Due Nine Months After
Issuance Date dated April 7, 2017, by and between Mammoth Corporation and PURA Naturals, Inc.*
Form of Security Agreement dated April 7, 2017, by and
between Robert Doherty, Robert Switzer, and Mammoth Corporation.* |
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* Filed herewith
About PURA NATURALS, INC. (OTCMKTS:PNAT)
Pura Naturals Inc, formerly Yummy Flies, Inc., is an online fly fishing company. The Company is engaged in marketing trout flies. It is marketing a series of fly fishing flies under the titles of Yummy Tandem Flies, Natural Selection and Canyon Magic. The Company’s flies are tied with thread, dubbing and feathers, and fur. Its Natural Selection flies are tied with latex and microfibetts to form a translucent body, with realistic wings and legs. The Tandem Flies are tied with over two or three bodies of nymphs or larva flies on the same hook shank. Traditional flies are tied one fly body at a time on the hook. In addition, it has produced a series of over five fly tying digital versatile discs (DVDs) entitled The Natural Selections Series, which demonstrates how to tie its line of realistic midge, caddis, baetis and scud patterns. It has developed a series of flies called Yummy Tandem Flies, which it characterizes as, fished in pairs, they represent behavior drift flies. PURA NATURALS, INC. (OTCMKTS:PNAT) Recent Trading Information
PURA NATURALS, INC. (OTCMKTS:PNAT) closed its last trading session down -0.03 at 1.16 with shares trading hands.
