ARTICLE 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The information included in Item 1.01 of this current report on Form 8-K is hereby incorporated by reference in this Item 2.03.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The information included in Item 1.01 of this current report on Form 8-K is hereby incorporated by reference in this Item 3.02.
The issue of the convertible promissory note (the “Convertible Note”) due to
Forward-Looking Statements and Limitation on Representations
This current report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect”, “intend”, “believe”, “will”, “should”, “should” or comparable terminology or by words. strategy discussions. Although the Company believes that its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. The risks and uncertainties which could cause materially different results include, among others, the ability of the Company to complete the transaction described above, the ability of the Company to pay interest, the additional amount and the principal on the convertible note. , the ability of the Company to meet the convertible Note conditions. The Company assumes no obligation to update forward-looking statements other than as required by applicable law.
The convertible note and other information included in this current report on Form 8-K is intended to provide shareholders and investors with information regarding the terms of the convertible note, and not to provide shareholders and investors with other factual information. concerning the Company or its subsidiaries or their respective activities. You should not rely on any representations and warranties contained in the convertible note or any description thereof as characterizations of the actual state of affairs or condition of the Company or any of its subsidiaries or affiliated companies. In addition, information regarding the subject matter of representations and warranties may change after the date of the Convertible Bond, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Except as disclosed in this current report on Form 8-K, as of the date of this current report on Form 8-K, the Company is not aware of any material fact that must be disclosed under Federal securities laws that contradict the representations and warranties contained in the convertible note. The Company will provide additional information in its public reports to the extent that it is aware of the existence of material facts which must be disclosed under federal securities laws and which could otherwise contradict the representations and warranties contained in the note. convertible and update this disclosure as required by federal securities laws. Therefore, the Convertible Note should not be read alone, but rather should be read in conjunction with other information about the Company and its subsidiaries which has been, is or will be contained or incorporated by reference in Forms 10-K, Forms 10 -Q, Forms 8-K, powers of attorney, registration statements and other documents that the Company files with the
Article 9.01. FINANCIAL STATEMENTS AND PARTS.
(d) Exhibits. Exhibit No. Description 10.1 Convertible Promissory Note between the Company and Power Up Lending
Group Ltd.dated July 12, 202110.2 Securities Purchase Agreement between the Company and Power Up Lending Group Ltd.dated July 12, 2021
© Edgar online, source