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 December 10, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Power Up Lending Group, Ltd (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $53,000. The Note has a term of twelve (12) months, is due on December 10, 2020 and bears interest at 10% annually. The transaction closed on December 16, 2019.
In addition, 306,653,809 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 Note due December 10, 2020 (hereinafter the “Note”), the Company’s ability to satisfy the conditions under the Note. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Note 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 Note, 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 Note 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 Note, 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 Note. 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 Note and will update such disclosure as required by federal securities laws. Accordingly, the Note 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 Note (the ‘Note”) due December 10, 2020 and the issuance of the shares of Common Stock issuable upon conversion of the Note will be exempt from registration under Securities Act Section 4(a)(2) and Securities Act Rule 506(b). The Investor is sophisticated and represented in writing that they were an accredited investor and acquired the securities for their own account for investment purposes. A legend will be placed on the Note and the stock certificates issued upon conversion of the Note, 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 Power Up Lending Group, Ltd dated December 10, 2019 |
| 10.2 | Convertible Promissory Note between Stealth Technologies, Inc. and Power Up Lending Group, Ltd dated December 10, 2019 |
STEALTH TECHNOLOGIES, INC. Exhibit
EX-10.1 3 ex10-1.htm Exhibit 10.1 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.
