SIGNAL BAY, INC. (OTCMKTS:SGBY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Note Purchase Agreement:
On March 2, 2017, Signal Bay, Inc. (the Company) entered into an
8% convertible promissory note (the “Note”) with LG Capital
Funding, LLC. (“Lender”) in the amount of $125,000. The company
received $118,750 and it was funded on March 7, 2017 (Purchase
Date).
The company can prepay the note based on the following schedule.
|
Days Since Effective Date |
Prepayment Amount |
|
|
0-90 |
115% of Principal Amount |
|
|
91-180 |
135% of Principal Amount |
Lender has the right at any time following an Event of Default,
at its election, to convert (each instance of conversion is
referred to herein as a Conversion) all or any part of the
Outstanding Balance into shares (Conversion Shares) of fully paid
and non-assessable common stock, $0.0001 par value per share
(Common Stock), of Borrower as per the following conversion
formula: the number of Conversion Shares equals the amount being
converted (the Conversion Amount) divided by the Conversion
Price. The conversion shall be equal to (a) 65% of the lowest
trading price of the Company’s common stock during the 15
consecutive trading days prior to the date on which Holder elects
to convert all or part of the Note.
Note Purchase Agreement:
On March 2, 2017, Signal Bay, Inc. (the Company) entered into an
8% convertible promissory note (the “Note”) with Adar Bays,
LLC. (“Lender”) in the amount of $125,000. The company received
$118,750 and it was funded on March 7, 2017 (Purchase Date).
The company can prepay the note based on the following schedule.
|
Days Since Effective Date |
Prepayment Amount |
|
|
0-90 |
115% of Principal Amount |
|
|
91-180 |
135% of Principal Amount |
Lender has the right at any time following an Event of Default,
at its election, to convert (each instance of conversion is
referred to herein as a Conversion) all or any part of the
Outstanding Balance into shares (Conversion Shares) of fully paid
and non-assessable common stock, $0.0001 par value per share
(Common Stock), of Borrower as per the following conversion
formula: the number of Conversion Shares equals the amount being
converted (the Conversion Amount) divided by the Conversion
Price. The conversion shall be equal to (a) 65% of the lowest
trading price of the Company’s common stock during the 15
consecutive trading days prior to the date on which Holder elects
to convert all or part of the Note.
Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information included in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03 of this
Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
The Company has received the following questions and felt it was
better to answer the questions through an 8-K instead emailing
the individuals directly.
| (1) |
Q: What is the status of the First Quarter Financials? A: The Company is working with our auditor to complete the 10Q. |
| (2) |
Q: What is the Company doing to ensure timely reporting in the future? A: The Company has hired a new controller who has significant experience working with public companies. Furthermore, additional accounting resources have also been hired to support the Companys future growth. |
| (3) |
Q: When will the Company regain its OTCQB status? A: Upon the Company filing the 10Q for the 1st Quarter 2017, the OTC Markets should reinstate the Company back to OTCQB status. |
| (4) |
Q: Has the Company experienced a reduction in revenues with the temporary testing rules in Oregon. A: No, the temporary testing rules have not negatively impacted our revenues. These temporary rules have allowed for additional smaller producers and processors to participate in the market off-setting any reduction in testing volumes enacted by these rules. |
Item 9.01 Financial Statements and Exhibits.
|
10.1 |
LG Capital Funding, LLC Convertible Promissory Note |
|
|
10.2 |
Adar Bays, LLC Convertible Promissory Note |
About SIGNAL BAY, INC. (OTCMKTS:SGBY)
Signal Bay, Inc. (Signal Bay), through its subsidiaries, provides advisory, management and analytical testing services to the legalized cannabis industry. The Company’s segments are Signal Bay Consulting (SBC) and CR Labs, Inc. (CRLB). SBC provides advisory, licensing and compliance services to the cannabis industry. SBC’s clients are located in states that have state managed medical and/or recreational programs. SBC assists these companies with license applications, business planning, state compliance and ongoing operational support. CRLB provides analytical testing services to the cannabis industry. CRLB’s clients are located in Oregon and consist of growers, processors and dispensaries. Signal Bay provides advisory and consulting services to cannabis companies, including license application support, regulatory compliance, market forecasts and operational insights. It also publishes industry information through online media, research reports and publications. SIGNAL BAY, INC. (OTCMKTS:SGBY) Recent Trading Information
SIGNAL BAY, INC. (OTCMKTS:SGBY) closed its last trading session 00.0000 at 0.0180 with 3,303,927 shares trading hands.
