Item 1.01
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Entry into a Material Definitive Agreement
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Crown Bridge Partners, LLC
On April 3, 2017, Tiger Reef entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC, an accredited investor (“
Crown Bridge
”), pursuant to which Tiger Reef issued Crown Bridge a Convertible Promissory Note in the original principal amount of $111,000 (“
Crown Bridge Note
”). On April 6, 2017 Crown Bridge funded the Company $37,000 in the first tranche pursuant to the Crown Bridge Note, less a $2,500 Original Issue Discount (“
OID
”) and $1,500 in legal fees associated with this tranche. Each tranche pursuant to the Crown Bridge Note matures 365 days after each tranche financing (“
Maturity Date
”).
Interest on the Crown Bridge Note accrues at the rate of 12% per annum. We are not required to make any payments on the Crown Bridge Note until maturity or take any additional funding tranches pursuant to the Crown Bridge Note.
We have the right to repay the Crown Bridge Note at any time during the first six months of each tranche issued pursuant to the Crown Bridge Note at a rate of 135% of the unpaid principal amount during the first 90 days and 150% of the unpaid principal amount between days 91 and 180. Tranches under the Crown Bridge Note may not be prepaid after the 180
th
day.
Crown Bridge may convert the outstanding principal on the Crown Bridge Note into shares of our common stock at the conversion price per share equal to 55% of the lowest daily closing bid with a 15 day look back immediately preceding and including the date of conversion. There is no minimum conversion price.
Tiger Reef claims an exemption from the registration requirements of the Securities Act of 1933, as amended (“
Act
”), for the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering, Crown Bridge is an accredited investor, Crown Bridge had access to information about Tiger Reef
2
and its investment, Crown Bridge took the securities for investment and not resale, and Tiger Reef took appropriate measures to restrict the transfer of the securities.
Copies of the definitive agreements and notes relating to the Crown Bridge financing transactions are filed herewith as Exhibits 4.9 and 10.6, and are incorporated herein by reference. The foregoing summary descriptions of the definitive agreements and notes are qualified in their entirety by reference to the full texts of each of such exhibits.
EMA Financial, LLC
On April 3, 2017, Tiger Reef entered into a Securities Purchase Agreement with EMA Financial, LLC, an accredited investor (“
EMA Financial
”), pursuant to which Tiger Reef issued EMA Financial a Convertible Promissory Note in the original principal amount of $42,500 (“
EMA Note
”). On April 6, 2017 EMA Financial funded the Company $42,500 in pursuant to the EMA Note, less a $2,500 Original Issue Discount (“
OID
”) and $2,000 in legal fees associated with this financing. The EMA Note matures on April 3, 2018 (“
Maturity Date
”).
Interest on the EMA Note accrues at the rate of 10% per annum. We are not required to make any payments on the EMA Note until maturity or take any additional funding tranches pursuant to the EMA Note.
We have the right to repay the EMA Note at any time during the first 180 days from funding at a rate of 135% of the unpaid principal amount during the first 90 days and 150% of the unpaid principal amount between days 91 and 180. The EMA Note may not be prepaid after the 180
th
day.
EMA Financial may convert the outstanding principal on the EMA Note into shares of our common stock at the conversion price per share equal to 55% of the lowest daily closing bid with a 15 day look back immediately preceding and including the date of conversion. There is no minimum conversion price.
Tiger Reef claims an exemption from the registration requirements of the Securities Act of 1933, as amended (“
Act
”), for the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering, EMA Financial is an accredited investor, EMA Financial had access to information about Tiger Reef and its investment, EMA Financial took the securities for investment and not resale, and Tiger Reef took appropriate measures to restrict the transfer of the securities.
Copies of the definitive agreements and notes relating to the EMA Financial financing transactions are filed herewith as Exhibits 4.10 and 10.7, and are incorporated herein by reference. The foregoing summary descriptions of the definitive agreements and notes are qualified in their entirety by reference to the full texts of each of such exhibits.