QPAGOS (OTCMKTS:QPAG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On March 9, 2017, QPAGOS, a Nevada corporation (the Company),
issued a Convertible Promissory Note (the Note) in the aggregate
principal amount of $100,000 to Vista Capital Investments, LLC
(Purchaser). The Note has a maturity date of March 13, 2018 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 has the
right to prepay the Note, provided it makes a pre-payment penalty
as specified in the Note. The transaction described above closed
on March 13, 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 150
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 equal to 60% of the average of the two (2)
lowest trading bid prices during the fifteen (15) trading days
prior to the date of conversion. 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 at a default interest rate of 120% of the
outstanding balance owed under the Note. The Note also provides
for piggyback registration rights under certain circumstances and
the payment of liquidated damages for failure to comply with such
provisions.
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 does not
purport to be complete and is qualified in its entirety by
reference to the provisions of such agreements, which is filed as
Exhibit 4.1 to this Current Report on Form 8-K.
| Item 2.03. |
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.
| Item 3.02. | 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 was 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.
| Item 9.01. | 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 with Vista Capital Investments, LLC dated March 9, 2017 |
About QPAGOS (OTCMKTS:QPAG)
QPAGOS, formerly Asiya Pearls, Inc. is a provider of physical and virtual payment services in the Mexican Market. The Company provides an integrated network of kiosks, terminals and payment channels that enable consumers to deposit cash, convert it into a digital form and remit the funds to any merchant in its network. The Company’s subsidiary is Qpagos Corporation. Its RG Payment Switch is designed to transfer payments to providers of services. Its RG Kiosk is a platform designed for the collection of payments through self-service kiosks. The Company’s Payment Gateway connects service providers and their clients through Qpagos Corporation’s technology and processing system. Its RG Processing is a platform designed for processing payments collected through various devices and interfaces, such as self-service kiosks, windows (WIN) terminals, Java terminals and extensible markup language (XML) terminals. QPAGOS (OTCMKTS:QPAG) Recent Trading Information
QPAGOS (OTCMKTS:QPAG) closed its last trading session down -0.069 at 0.210 with 34,442 shares trading hands.
