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 March 13, 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 $200,000 (the Financing). On the Closing Date, the
Company issued to Investor a Secured Convertible Promissory Note
(the Note) in the principal amount of $230,000, in exchange for
payment by Investor of $200,000. The principal sum of the Note
reflects the amount invested, plus a $20,000 Original Issue
Discount (OID) and a $10,000 reimbursement of Investors legal
fees. 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.
In connection with the Financing, and in addition to the SPA and
the Note, on the Closing Date, the Company and Investor entered
into a Warrant, to which the Company granted the right to
purchase at any time on or after Closing Date until the date
which is the last calendar day of the month in which the third
anniversary of the Closing Date occurs, a number of fully paid
and non-assessable shares (the Warrant Shares) of Companys common
stock equal to $57,500 divided by the Market Price (as of the
Closing Date). The SPA, the Note and the Warrant 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 $0.25
per share (or market price if less than the conversion price).
The Company may prepay the Note at any time by payment to
Investor of 125% of the principal, interest and other amounts
then due under the Note.
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 (3) times the number of shares issuable on
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 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 |
Form of Securities Purchase Agreement, dated March 13, |
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 -0.0051 at 0.0749 with 200,100 shares trading hands.