REAC GROUP, INC. (OTCMKTS:REAC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 5, 2017 (the Closing Date), REAC Group, Inc. (the Company)
entered into a Securities Purchase Agreement (SPA) with an
institutional accredited investor (Investor) to which Investor
invested $165,000 (the Financing). On the Closing Date, the
Company issued to Investor a Convertible Promissory Note (the
Note) in the principal amount of $165,000. There is no material
relationship between the Company or its affiliates and the
Investor and the Company paid no commissions or other placement
agent fees.
The SPA and the Note are collectively referred to herein as the
Transaction Documents.
The Note matures in 10 months and is convertible into shares of
the Companys common stock at a conversion price equal to 50% of
the lowest trading price per share during the previous
twenty-five (25) trading days. The Company may prepay the Note
within 90 days by payment to Investor of 135% of the outstanding
principal, interest and other amounts then due under the Note or
within 180 days by payment to Investor of 150% of the outstanding
principal, interest and other amounts then due under the Note.
After 180 days, the Company will have no right of prepayment.
to the terms of the SPA and the Note, the Company is required to
reserve and keep available out of its authorized and unissued
shares of common stock a number of shares of common stock at
least equal to three and a half (3.5) times the number of shares
issuable on full conversion of the Note.
The foregoing summary description of the terms of the Transaction
Documents may not contain all information that is of interest to
the reader. For further information regarding the terms of the
Transaction Documents, reference is made to such Transaction
Documents, which are filed hereto as Exhibits 10.1 and 10.2, and
are incorporated herein by this reference.
Section 2Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of
Registrant
The information provided above in Item 1.01Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Section 3Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity
Securities
The information provided above in Item 1.01Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
The issuance of the Notes and the issuance of the shares of the
Companys common stock upon conversion of the Notes in connection
with the Financing is exempt from registration under the
Securities Act of 1933, as amended (the Act), in reliance on
exemptions from the registration requirements of the Act in
transactions not involved in a public offering to Rule 506(b) of
Regulation D, as promulgated by the Securities and Exchange
Commission under the Act.
Section 9Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
d.
Exhibits
|
NUMBER |
EXHIBIT |
|
10.1 |
Securities Purchase Agreement
Filed on May 8, 2017 as Exhibit 10.1 to the registrants |
|
10.2 |
Convertible Promissory Note
Filed on May 8, 2017 as Exhibit 10.2 to the registrants |
About REAC GROUP, INC. (OTCMKTS:REAC)
REAC Group, Inc., formerly Real Estate Contacts, Inc., incorporated on March 10, 2005, is engaged in the ownership and operation of a real estate advertising portal Website. The Company provides an online real estate search portal that consists of an advertising and marketing platform for real estate professionals. It also operates an online national real estate search Web portal. The Company provides a service that enables real estate professionals to capture, cultivate and convert leads, which caters to home buyers and sellers from its real estate search engine Website, (www.realestatecontacts.com). RealEstateContacts.com serves as an Internet portal that features a real estate search engine and a media network that directs consumers to receive detailed information about current listings, homes for sale, commercial properties, mortgages and foreclosures. REAC GROUP, INC. (OTCMKTS:REAC) Recent Trading Information
REAC GROUP, INC. (OTCMKTS:REAC) closed its last trading session down -0.0200 at 0.0550 with 200,100 shares trading hands.