Sport Endurance, Inc. (OTCMKTS:SENZ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement
Sport Endurance, Inc. (OTCMKTS:SENZ) Files An 8-K Entry into a Material Definitive Agreement
On November 17, 2017, Sport Endurance, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor to which the Company borrowed $241,250 and issued the investor a $250,000 3.5% Original Issue Discount Senior Secured Convertible Promissory Note (the “Note”). to the terms of the Purchase Agreement, the Company granted the investor the Option to lend the Company $48,250 on or before January 15, 2017. If the Option is exercised, the company will issue the investor a $50,000 3.5% Original Issue Discount Senior Secured Convertible Promissory Note.
The Note bears interest at 10% per annum, can be pre-paid at a premium, and matures in six months. At the option of the investor, the principal and accrued interest under the Note are convertible into common stock at $0.50 per share. The investor did not receive any registration rights, which means that all shares of common stock issuable upon conversion of the Note and Option must be held for at least six months. The Note is secured by a first lien on all assets of the Company to the terms of a Security Agreement entered into by the parties (the “Security Agreement”), subject to the prior lien incurred in a May 2016 financing in which the investor was a lender.
The proceeds from the financing will be used for (i) expanding marketing of men’s health supplements and (ii) working capital purposes.
The foregoing descriptions of the Purchase Agreement, Security Agreement, Option, and Note (collectively, the “Transaction Documents”) do not purport to be complete and are qualified in their entirety by the terms and conditions of the Transaction Documents. A copy of each of the form of Note, Option, Purchase Agreement, and Security Agreement is attached hereto as Exhibit 4.1, 4.2, 10.1, and 10.2 respectively, and are incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained under Item 1.01 is incorporated under this Item 2.03.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note was issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b)thereunder. The investor is an accredited investor and acquired the Note for investment.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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* |
Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. |
Sport Endurance, Inc. ExhibitEX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
About Sport Endurance, Inc. (OTCMKTS:SENZ)
Sport Endurance, Inc. focuses on marketing and distributing dietary supplements throughout the United States. The Company is marketing for sale the products in the areas of Total Wellness, Performance and Recovery. The Company’s products include Ultra Peak T, Sports Leg & Lung Formula, and Pain-Freeze Recovery Gel. The Company is focused on direct marketing efforts through online and direct mail channels.