Section 1.01 Entering into a Material Definitive Agreement.
The Notes expire on
Upon the occurrence and continuance of any event of default under the Notes, the Notes shall become immediately due and payable and the Company shall be liable to pay Investors in full satisfaction of its obligations thereunder an amount equal to the principal amount then unpaid plus accrued charges interest (including any default interest) up to the date of full repayment multiplied by 150%.
The obligations under the Notes are not secured by any assets of the Company.
The warrants entitle investors to purchase up to 318,314 and 217,391 common shares, respectively, at an exercise price of
The Notes and Warrants also provide investors with certain “overlapping” registration rights, allowing them to request the Company to include the shares issued upon conversion of the Notes or exercise of the Warrants, respectively. , for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”).
The agreements contain other provisions, covenants and restrictions common to this type of debt transaction, including a no short sale clause preventing the investor from taking a short position in the company’s shares. In addition, the Company is subject to certain negative clauses under the Agreements, which the Company believes are also customary for transactions of this type.
The foregoing summaries of the SPAs, Notes and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the SPAs, Notes and Warrants, which are filed as Exhibits 10.1 and 10.4, 10.2 and 10.5, and 10.3 and 10.6, respectively, to this current report on Form 8-K and incorporated herein by reference.
The agreements have been included as attachments to this current report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This information is not intended to provide financial or other information about the parties to the agreements or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Agreements are made solely for the purposes of the Agreements and as of the date of the Agreements, are for the benefit of the parties to the Agreements only, may be subject to any limitations agreed to by the parties, and may be subject to materiality standards applicable to parties different from those applicable to investors. Investors should not rely on any representations, warranties and covenants or any description thereof as characterizing the true state of facts or condition of the parties to the agreements or any of their respective subsidiaries or affiliates. In addition, information regarding the subject matter of representations, warranties and covenants may change after the date of the agreements, and such subsequent information may not be fully reflected in public disclosures by the parties to the agreements. The information contained in the agreements should be considered in conjunction with the full factual disclosure regarding the company in the company’s public reports filed with the
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the note in Section 1.01 of this Current Report on Form 8-K are incorporated by reference in this Section 2.03.
Item 3.02 Unrecorded Sales of
The descriptions of the SPAs, Notes and Warrants set out in Section 1.01 of this Current Report on Form 8-K are incorporated by reference into this Section 3.02. The common stock issued under the SPAs, as well as the notes and warrants, were issued based on the securities registration exemption granted by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated as of
May 24, 2022, by and between Home Bistro, Inc.and GS Capital Partners, LLC. 10.2 15% Convertible Note, dated May 24, 2022, issued to GS Capital Partners, LLC. 10.3 Warrant to Purchase Shares of Common Stock, dated May 18, 2022, issued to GS Capital Partners, LLC. 10.4 Securities Purchase Agreement, dated as of May 24, 2022, by and between Home Bistro, Inc.and Jefferson Street Capital LLC. 10.5 15% Convertible Note, dated May 24, 2022, issued to Jefferson Street Capital LLC. 10.6 Warrant to Purchase Shares of Common Stock, dated May 24, 2022, issued to Jefferson Street Capital LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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