REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 21, 2017, RealBiz Media Group, Inc. (the Company)
received $100,000 from EMA Financial LLC, LLC (EMA), and issued
EMA a promissory note (the Note) in the same principal amount to
the terms of a securities purchase agreement (the Agreement). The
Note accrues interest rate at a rate of 8% per annum and matures
on June 27, 2018 (the Maturity Date). EMA shall have the right
from any time after the issuance date of the Note until the later
of (i) the Maturity Date and (ii) the date of payment of the
Default Amount (as defined in the Note) to convert the principal
amount of the Note into shares of the Companys common stock at a
price equal to the lesser of (i) 60% multiplied by the lowest
sale price during the 15 consecutive trading days and (ii) the
closing sale price of the Companys Common Stock on June 20, 2017;
provided, however, that EMA may not convert the Note to
the extent that such conversion would result in EMA beneficial
ownership being in excess of 4.99% of the Companys issued and
outstanding common stock together with all shares owned by EMA
and its affiliates (the Beneficial Ownership Limit). EMA may, on
not less than 61 days prior notice to the Company, waive the
Beneficial Ownership Limit. to the terms of the Note, the Company
may, at any time from the date of issuance to the date which is
six months from issuance, prepay the principal amount of the Note
together with interest accrued thereon multiplied by the
Prepayment Factor (as defined in the Note). Although the Note is
dated April 27, 2018, the Note was only funded on June 21, 2017
and accordingly that is the date for purposes of calculating when
interest commences and for conversion purpose under Rule 144.
The Note has not been registered under the Securities Act of
1933, as amended (the Securities Act), or the securities laws of
any state, and was offered and issued in reliance on the
exemption from registration under the Securities Act, afforded by
Section 4(a)(2).
The foregoing description of the Agreement and Note is not
complete and is qualified in its entirety by reference to the
full text of the form of the Agreement and Note, a copy of which
is filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this
report and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Reference is made to the disclosure set forth under Item 1.01 of
this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
Securities Purchase Agreement by and between the Company and EMA Financial, LLC dated June 22, 2017 |
| 10.2 | Form of Convertible Promissory Note |
REALBIZ MEDIA GROUP, INC ExhibitEX-10.1 2 ex10-1.htm SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”),…To view the full exhibit click here About REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ)
RealBiz Media Group, Inc. is a real estate digital media and technology company. The Company is engaged in the business of providing digital media and marketing services for the real estate industry. It operates in real estate, primarily through Web-assisted services segment. The Company, through its HomeTourNetwork operation provides a television video-on-demand network, a MicroVideo App network and an existing Virtual Tour network. It provides video search, storage and marketing capabilities on multiple platform dynamics for Web, mobile and television. It offers products and services, including enterprise video production, Nestbuilder Agent 2.0, The Virtual Tour (VT) and Microvideo App (MVA), ReachFactor, NestBuilder Website Portal, Nestbuilder Agent and Ezflix Mobile App. It offers services to franchisor accounts in the North America real estate market for compiling listings into a video format and distributing to franchisor’s Websites, brokers and agents, and platforms.