STEALTH TECHNOLOGIES, INC. (OTCMKTS:STTH) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 16, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with each of Armada Investment Fund, LLC and BHP Capital NY Inc. (collectively, the “Investors”) wherein the Company issued each of the Investors a Convertible Promissory Note (the “Notes”) in the amount of $18,000 for a total of $36,000. The Notes have a term of nine (9) months, are due on June 16, 2020 and bear interest at 12% annually. As part and parcel of the foregoing transactions, each of the Investors was issued a warrant granting the holder the right to purchase up to 3,000,000 shares of the Company’s common stock at an exercise price of $0.005 for a term of 5-years. The transactions closed on September 18, 2019.
In addition, 30,000,000 shares of the Company’s common stock have been reserved at Action Stock Transfer Corporation, our transfer agent, for possible issuance upon the conversion of the notes into shares of our common stock.
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,” “should,” “would” or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, the Company’s ability to consummate the transaction described above, the Company’s ability to pay any interest, additional amount and principal on the Convertible Promissory Notes due June 16, 2020 (hereinafter the “Notes”), the Company’s ability to satisfy the conditions under the Notes. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Notes and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with information regarding the terms of the Notes, and not to provide shareholders and investors with any other factual information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties in the Notes or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Notes, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict the representations and warranties in the Notes. The Company will provide additional disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the Notes and will update such disclosure as required by federal securities laws. Accordingly, the Notes should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files with the SEC.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The entry into the Securities Purchase Agreement to the Convertible Promissory Notes (the ‘Notes”) due June 16, 2020 and the issuance of the shares of Common Stock issuable upon conversion of the Notes will be exempt from registration under Securities Act Section 4(a)(2) and Securities Act Rule 506(b). The Investors are sophisticated and represented in writing that they were accredited investors and acquired the securities for their own accounts for investment purposes. A legend will be placed on each of the Notes and the stock certificates issued upon conversion of the Notes, subject to the terms of the transaction documents, stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 10.1 | Securities Purchase Agreement between Stealth Technologies, Inc. and Armada Investment Fund, LLC and BHP Capital NY Inc. dated September 16, 2019 |
| 10.2 | Convertible Promissory Note between Stealth Technologies, Inc. and Armada Investment Fund, LLC dated September 16, 2019 |
| 10.3 | Convertible Promissory Note between Stealth Technologies, Inc. and BHP Capital NY Inc. dated September 16, 2019 |
| 10.4 | Common Stock Purchase Warrant Agreement between Stealth Technologies, Inc. and Armada Investment Fund, LLC dated September 16, 2019 |
| 10.5 | Common Stock Purchase Warrant Agreement between Stealth Technologies, Inc. and BHP Capital NY Inc. dated September 16, 2019 |
STEALTH TECHNOLOGIES, INC. Exhibit
EX-10.1 3 ex10-1.htm SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”),…
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About STEALTH TECHNOLOGIES, INC. (OTCMKTS:STTH)
Stealth Technologies, Inc., formerly Excelsis Investments, Inc., is engaged in identifying and capitalizing on emerging technology and associated markets. The Company’s operations are focused on product development and sales in the Personal Financial Protection and Data Protection businesses. Its consumer product, the Stealth Card, is designed to protect the enabled card acceptance Europay, MasterCard and Visa (EMV) chip in a consumer’s credit card from electronic pickpocketing that uses a smartphone, credit card reader or radio-frequency identification (RFID) antenna to remotely access data stored on the consumer’s EMV Smartchip. The data includes an individual’s credit card number, name and provides the potential criminal with access to a card’s EMV frequency. The Company sells its products to both the consumer and business-to-business markets. It sells products to consumers through its e-commerce Website. Its business-to-business sales take place at the customer’s location.