MMMM Quad M Solutions Inc (CE)

Item 8.01 Other Events.

On August 13, 2019, Quad M Solutions, Inc. (the “Company” or “Registrant”), in the ordinary course of its business and pursuant to its ongoing plan of operations to fund its business by the use of convertible note transactions, entered into a Securities Purchase Agreement (“SPA”) with Cavalry Fund LP, an institutional investor and the Lead Invesrtor (“Cavalry”) dated August 13, 2019, a copy of which is filed as Exhibit 99.1 to the Form 8-K.

Pursuant to the terms of the SPA, the Company issued and sold to Cavalry: (i) a 10% Senior Convertible Note dated August 13, 2019 in the principal amount of $225,000 (the “Note”), a copy of which is filed as Exhibit 99.2 hereto; and (ii) a Common Stock Purchase Warrant dated August 13, 2019 (the “Warrant”), a copy of which is filed as Exhibit 99.3 hereto.

The Note provided for a payment to the Company of $202,500, after an original issue discount and professional fees. The material terms of the Note provide that it is: (i) convertible into shares of the Company’s common stock (the “Conversion Shares”) at an exercise price equal to the lower of (a) $0.08 per Conversion Share, or (b) 60% of the 2 lowest closing bid prices during the 20 trading day period prior to the date of determination,, subject to adjustment; (ii) bears interest at the rate of 10% per annum; (iii) is due and payable on February 13, 2019; (iv) has a beneficial ownership limitation provision which provides, in substance, that Cavalry cannot exercise any conversion if, as a result of such conversion, Cavalry would own in excess of 4.99% of the Company’s outstanding shares (the “Beneficial Ownership Limitation”), except that upon 61 days prior notice, Cavalry may increase its Beneficial Ownership Limitation to 9.99% (as more fully described in Section 4(d) of the Note); (v) grants the Company prepayment rights; and (vi) subject to default provisions. Reference is made to the complete terms and conditions of the Note, filed as Exhibit 99.2 hereto.

The Warrant is exercisable for a five (5) year period to purchase 4,945,055 shares (the “Warrant Shares”), subject to adjustment, at an exercise price of $0.08, subject to adjustment, and, if the Company does not have an effective registration statement with respect to the Warrant Shares on the 6 ^th month anniversary of the Warrant issuance date of August 13, 2019, the Warrant also may be exercised on a cashless basis. In addition, any exercise of the Warrant is subject to the Beneficial Ownership Limitation provisions contained in Section 4(d) of the Note. Reference is made to the complete terms and conditions of the Warrant, filed as Exhibit 99.3 hereto.