Item 1.01 Entry into a Material Definitive Agreement.
On June 21, 2017, RealBiz Media Group, Inc. (the "Company") received $100,000
from EMA Financial LLC, LLC ("EMA"), and issued EMA a promissory note (the
"Note") in the same principal amount pursuant to the terms of a securities
purchase agreement (the "Agreement"). The Note accrues interest rate at a rate
of 8% per annum and matures on June 27, 2018 (the "Maturity Date"). EMA shall
have the right from any time after the issuance date of the Note until the later
of (i) the Maturity Date and (ii) the date of payment of the Default Amount (as
defined in the Note) to convert the principal amount of the Note into shares of
the Company's common stock at a price equal to the lesser of (i) 60% multiplied
by the lowest sale price during the 15 consecutive trading days and (ii) the
closing sale price of the Company's Common Stock on June 20, 2017; provided,
however, that EMA may not convert the Note to the extent that such conversion
would result in EMA' beneficial ownership being in excess of 4.99% of the
Company's issued and outstanding common stock together with all shares owned by
EMA and its affiliates (the "Beneficial Ownership Limit"). EMA may, on not less
than 61 days' prior notice to the Company, waive the Beneficial Ownership Limit.
Pursuant to the terms of the Note, the Company may, at any time from the date of
issuance to the date which is six months from issuance, prepay the principal
amount of the Note together with interest accrued thereon multiplied by the
Prepayment Factor (as defined in the Note). Although the Note is dated April 27,
2018, the Note was only funded on June 21, 2017 and accordingly that is the date
for purposes of calculating when interest commences and for conversion purpose
under Rule 144.
The Note has not been registered under the Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state, and was offered and
issued in reliance on the exemption from registration under the Securities Act,
afforded by Section 4(a)(2).
The foregoing description of the Agreement and Note is not complete and is
qualified in its entirety by reference to the full text of the form of the
Agreement and Note, a copy of which is filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this report and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure set forth under Item 1.01 of this Current
Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Securities Purchase Agreement by and between the Company and EMA Financial,
LLC dated June 22, 2017
10.2 Form of Convertible Promissory Note
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