GPOX GPO Plus Inc (QB)

 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 16, 2021, GPO Plus, Inc. (the “Company”) entered into a Securities Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company issued a $280,000 Original Issue Discounted Convertible Promissory Note for a purchase price of $250,000 (the “Note”), convertible at $1.00 per share. Additionally, the Company issued to the investor 280,000 three-year warrants to purchase the Company’s common stock at an exercise price of $1.25 per share (the “Warrant”).

Pursuant to the Note, the Company promises to pay the principal sum of the Note to the noteholder on the date that is the nine-month anniversary of the original issue date, or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the noteholder on the aggregate unconverted and then outstanding principal amount of the Note in accordance with the provisions thereof. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 9% per annum, calculated based on a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due thereunder, has been made.

The foregoing summaries of the material terms of the forms of Securities Purchase Agreement, Note and Warrant are not complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed herewith as Exhibits 10.1, 4.1 and 4.2, respectively, and are incorporated by reference herein.