SurePure, Inc. (OTCMKTS:SURP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On May 4, 2017 (the Closing Date), we entered into a Securities
Purchase Agreement (the Securities Purchase Agreement), dated as
of April 27, 2017, with LG Capital Funding, LLC, a New York
limited liability company (LGCF). Under the Securities Purchase
Agreement, LGCF agreed to purchase from us our 4% Convertible
Redeemable Note (the Note) in the principal amount of $42,900.
The Note is convertible into shares of our Common Stock, par
value $0.001 per share (Common Stock), at the option of its
holder at a conversion price equal to 55% of the average of the
three lowest trading prices of our Common Stock for the last 15
trading days prior to conversion. The Note also bears interest at
4% per annum, contains a 10% original issue discount such that
the purchase price paid by LGCF is $39,000 and matures on April
27, 2018.
As a condition to the obligation of LGCF to purchase the Note, we
have entered into irrevocable transfer agent instructions (the
Instructions) with our transfer agent, Vstock Transfer, LLC (the
Transfer Agent). The Instructions authorize and instruct the
Transfer Agent to establish an initial reserve of 7,184,000
shares of our Common Stock to cover the conversion of the Note
and request the Transfer Agent to act immediately with respect to
the issuance of shares of our Common Stock to any notices of
conversion received from LGCF. In addition, we have agreed to
indemnify the Transfer Agent under certain circumstances relating
to the issuance of shares of our Common Stock upon conversion of
the Note.
As a condition to the obligation of LGCF to purchase the Note, we
amended and restated $35,000 principal amount of a note which is
outstanding in the amount of $330,000 and was issued to SBI
Investments LLC, 2014-1 (SBI), on February 11, 2016, into a new
promissory note in the principal amount of $35,000 payable to
LGCF (the Amended and Restated Note). The Amended and Restated
Note is convertible into shares of our Common Stock at the option
of the holder at a conversion price equal to 55% of the average
of the three lowest trading prices of the Corporations Common
Stock for the last 15 trading days prior to conversion, bears
interest at 4% per annum interest and matures on April 27, 2018.
LGCF purchased the $35,000 obligation from SBI under the terms of
a Debt Purchase Agreement, dated as of April 27, 2017 (the Debt
Purchase Agreement), to which agreement we were a party. The
Instructions also relate to the shares of our Common Stock that
are to be issued upon conversion of the Amended and Restated
Note.
The foregoing is a summary only of the Securities Purchase
Agreement, the Note, the Debt Purchase Agreement, the Amended and
Restated Note and the Instructions, all of which are attached as
Exhibits to this current report on Form 8-K. Reference is made to
the Exhibits for the complete terms and conditions of each such
document.
We will use the proceeds from the Note as to pay professional
fees necessary to complete the preparation and filing of our
annual report for 2016 on Form 10-K and our quarterly report for
the quarter ended March 31, 2017 on Form 10-Q with the SEC. Our
annual report on SEC Form 10-K was due to be filed on April 3,
2017. On March 29, 2017 we filed SEC Form NT-10K stating that our
annual report would not be filed on that date. Notwithstanding
the filing of the Form NT-10K, our inability to make the filing
by the extended deadline may result, among other things, in the
restriction of trading in our Common Stock in the OTC Market and
the downgrading of its quotation on the OTC Markets from OTCQB to
the Pink Sheets. These actions may significantly impair the
marketability of our Common Stock.
Further to the information provided in our current report on Form
8-K filed by the Company on April 3, 2017, we have now paid the
renewal fees for the our international patents.
Additionally as noted in our current report on Form- 8K filed on
April 3, 2017, and in our most recent quarterly report on SEC
Form 10-Q, we have significant obligations to tax authorities in
the United States, Switzerland and South Africa. The continuing
failure to pay these liabilities, and other liabilities, on the
basis agreed with the various authorities and creditors may
result in default judgements being issued against us which may
result in the attachment of our assets.
Despite ongoing efforts to raise capital for the business, we
have been unable to succeed in this regard and without the
infusion of additional capital we may shortly cease operations.
| Item 2.03 | Creation of Direct Financial Obligation |
The information set forth under Item 1.01 of this current report
on Form 8-K is incorporated herein by reference
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth under Item 1.01 of this current report
on Form 8-K is incorporated herein by reference.
We are relying on an exemption from the registration requirements
of the Securities Act for the private placement of our securities
under the Securities Purchase Agreement and the Debt Purchase
Agreement to Section 4(a)(2) of the Securities Act and Rule 506
of Regulation D promulgated thereunder. These transactions do not
involve a public offering. Based on representations and
warranties made in the Securities Purchase Agreement and the Debt
Purchase Agreement, LGCF is an accredited investor within the
meaning of Rule 501(a) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and LGCF
has had access to information about us and its investments in us.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | ||
| No. | Description | |
| 10.61 |
Securities Purchase Agreement, dated as of April 27, 2017, between the Company and LG Capital Funding, LLC. |
|
| 10.62 |
4% Convertible Redeemable Note due April 27, 2018, in the principal amount of $42,900. |
|
| 10.63 |
Debt Purchase Agreement, dated as of April 27, 2017, between the LG Capital Funding, LLC, and SBI Investments LLC, 2014-1, as accepted and agreed to by the Company. |
|
| 10.64 |
4% Convertible Redeemable Note due April 27, 2018, in the principal amount of $35,000. |
|
| 10.65 |
Irrevocable Transfer Agent Instructions, dated April 27, 2017 from the Company to VStock Transfer LLC. |
|
About SurePure, Inc. (OTCMKTS:SURP)
SurePure, Inc. is a development-stage company. The Company designs, manufactures, markets, sells or licenses and maintains its Turbulator systems for liquid photopurification technology in the global marketplace (SurePure Photopurification Technology or Technology). Its Technology uses ultraviolet (UV) light in the C band (UVC) to process, preserve and sustain the natural quality of food ingredients, such as liquid egg and animal feed constituents, and beverage products, such as juices and concentrates, sugar syrup bases, alcoholic beverages and farm milk. In addition to the foregoing applications, its SurePure Photopurification Technology is tested for its capacity to reduce the microbial loads in turbid liquids intended for human consumption, such as dairy products, flavored water and coconut water, liquids with industrial applications, such as diesel and bio-ethanol, and liquids with pharmaceutical applications, such as eye preparations, saline drips and personal care products. SurePure, Inc. (OTCMKTS:SURP) Recent Trading Information
SurePure, Inc. (OTCMKTS:SURP) closed its last trading session 00.0000 at 0.0800 with shares trading hands.