Soupman, Inc. (OTCMKTS:SOUP) Files An 8-K Entry into a Material Definitive Agreement

Soupman, Inc. (OTCMKTS:SOUP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.Entry into a Material Definitive

On March 14, 2017, Soupman, Inc. (the Company), entered into a
Securities Purchase Agreement (the Securities Purchase Agreement)
with Power Up Lending Group Ltd. (the Purchaser), to which the
Company issued to the Purchaser a Convertible Promissory Note
(the Note) in the aggregate principal amount of $53,000. The Note
has a maturity date of December 30, 2017 and the Company has
agreed to pay interest on the unpaid principal balance of the
Note at the rate of twelve percent (12%) 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 payment to the Purchaser as
set forth in the Note. The transactions described above closed on
March 16, 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 180
days following the Issue Date into shares of the Companys common
stock, par value $0.001 per share (the Common Stock) at a
conversion price set forth in the Note, subject to adjustment as
set forth in the Note. In addition, upon the occurrence and
during the continuation of an Event of Default (as defined in the
Note), the Note shall become immediately due and payable and the
Company shall pay to the Purchaser, in full satisfaction of its
obligations hereunder, additional amounts as set forth in the

The Note contains certain anti-dilution provisions that apply in
connection with any stock split, stock dividend, stock
combination, recapitalization or similar transactions. 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

The foregoing description of the terms of the Note and the
Securities Purchase Agreement do not purport to be complete and
are qualified in their entirety by reference to the provisions of
such agreements, the forms of which are filed as Exhibits 4.1 and
10.1, respectively, to this Current Report on Form 8-K.

Item2.03.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.

Item3.02.Unregistered Sales of Equity

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 and the shares of Common
Stock issuable upon conversion of the Note were 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 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit


Convertible Promissory Note


Securities Purchase Agreement, dated March 14, 2017, by and
between Soupman, Inc. and Power Up Lending Group Ltd.

About Soupman, Inc. (OTCMKTS:SOUP)

Soupman, Inc. is a manufacturer and seller of soups to grocery chains, educational institutions and its franchisees. The Company manufactures and sells soups in three segments under the brand name, Original Soupman. In the grocery segment, the Company’s soups can be purchased in stores (such as Kroger, Publix, Safeway and HEB). The Company packages its soups in Tetra Recart shelf stable cartons. In the food services segment, the Company sells the Original Soupman soups in bulk frozen heat ‘n serve pouches to its franchisees and licensed locations. The Company is selling heat n’ serve pouches to a national restaurant chain. In the educational segment, it sells its bulk flash-frozen Original Soupman soups and other products to schools and colleges, such as the New York City Public school system. These additional products include vegetarian items, such a Mexicali Beans, Stewed Pinto Beans and Curried Chick Peas with Tomatillos.

Soupman, Inc. (OTCMKTS:SOUP) Recent Trading Information

Soupman, Inc. (OTCMKTS:SOUP) closed its last trading session up +0.0012 at 0.0184 with 5,000 shares trading hands.

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