QPAGOS (NASDAQ:QPAG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On December 28, 2016, QPAGOS, a Nevada corporation (the Company),
entered into a Securities Purchase Agreement (the Securities
Purchase Agreement) with Power Up Lending Group Ltd. (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 September 30,
2017 and the Company has agreed to pay interest on the unpaid
principal balance of the Note at the rate of eight percent (8%)
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
shall have the right to prepay the Note, provided it makes a
payment to the Purchaser as set forth in the Note. The
transactions described above closed on December 28, 2016.
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 Companys common
stock, par value $0.0001 per share (the Common Stock) 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 shall become immediately due and payable and the
Company shall pay to the Purchaser, in full satisfaction of its
obligations hereunder, additional amounts as set forth in the
Note.
The Note contains certain covenants, such as restrictions on (i)
distributions on capital stock, (ii) stock repurchases, (iii) the
incurrence of indebtedness, and (iv) sales of assets and the
transfer of assets. The Note also contains certain anti-dilution
provisions that apply in connection with any stock split, stock
dividend, stock combination, recapitalization or similar
transactions. In addition, subject to limited exceptions, the
Purchaser will not have the right to convert any portion of the
Note if the Purchaser, together with its affiliates, would
beneficially own in excess of 4.99% of the number of shares of
the Companys Common Stock outstanding immediately after giving
effect to its conversion.
The foregoing description of the terms of the Note and the
Securities Purchase Agreement do not purport to be complete and
are qualified in their entirety by reference to the provisions of
such agreements, the forms of which are filed as Exhibits 4.1 and
10.1, respectively, to this Current Report on Form 8-K.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by this Item2.03 is set forth under
Item1.01 above and is hereby incorporated by reference in
response to this Item 2.03.
| Item3.02. | Unregistered Sales of Equity Securities. |
The information required by this Item3.02 is set forth under
Item1.01 above and is hereby incorporated by reference in
response to this Item 3.02. The Note and the shares of Common
Stock issuable upon conversion of the Note were issued without
registration under the Securities Act of 1933, as amended (the
Securities Act), based on the exemption from registration
afforded by Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are filed with this Current Report on Form
8-K:
| Exhibit 4.1 | Convertible Promissory Note |
| Exhibit 10.1 |
Securities Purchase Agreement, dated December 28, 2016, by and between QPAGOS and Power Up Lending Group Ltd. |
