|TEV||-0||TEV/EBIT||0||TTM 2019-09-30, in MM, except price, ratios|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2020
Pharmagreen Biotech Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2987 Blackbear Court, Coquitlam, British Columbia, V4E 3A2
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Entry into a Material Definitive Agreement
Securities Purchase Agreement with Power Up Lending Group Ltd.
Effective January 2, 2020, the Company entered into a third securities purchase agreement with Power Up Lending Group Ltd. (Power Up). Pursuant to the terms of the agreement, in consideration of $53,000, the Company issued to Power Up a convertible promissory note in the aggregate principal amount of $53,000.
The note is due and payable 12 months following the issue date and bears interest at the rate of 10% per annum before maturity and 22% per annum after maturity. The holder may, at its option, beginning July 10, 2020 and until payment of all outstanding principal and interest, convert all or any portion of the note into shares of the Companys common stock at the price that is a 39% discount to the average of the two lowest trading prices during the 10 consecutive trading days prior to the conversion date. The note is not subject to pre-emptive rights or similar rights of the Companys shareholders, and no portion of the note may be converted that would result in Power Up holding in excess of 4.99% of the Companys issued and outstanding securities. Until the Company has satisfied its obligations under the note, it may not, without the consent of Power Up, dispose of assets except in the ordinary course of business.
The Company is entitled to prepay the convertible note at the rate of 120% during the 90 days following the issue date, 130% of the note between the 91st and 150th day following the issue date, and 133% during the period between the 151st day and the 180th day following the issue date.
Unregistered Sales Of Equity Securities.
The issuance of a convertible promissory note to Power Up was made to one accredited investors(as that term is defined in Regulation D of the Securities Act of 1933) relying on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
Pharmagreen Biotech Inc.
Dated: January 23, 2020
/s/ Peter Wojcik
Chief Executive Officer, Director