Item 1.01 Entry into a Material Definitive Agreement.
On January 18, 2022, Nexien BioPharma, Inc. (the "Company") entered into a note
purchase agreement with Quick Capital, LLC, a Wyoming limited liability company
("Quick Capital"), pursuant to which the Company issued Quick Capital a
twelve-month convertible promissory note in the principal amount of $170,454
(the "Note") for a $150,000 investment, which included an original issuance
discount of 12%. In connection with the Note issuance, Quick Capital was also
issued 500,000 restricted shares of the Company's common stock and a three-year
warrant (the "Warrant") to purchase up to an aggregate of 347,512 restricted
shares of the Company's common stock at an exercise price of $0.075 per share
(the "Warrant Shares").
Quick Capital is entitled to a cash payment of $20,000 as liquidated damages for
any failure to include all shares issuable upon the conversion of the Note (the
"Conversion Shares") and the Warrant Shares on any registration statement filed
with the Securities and Exchange Commission. For twelve months following the
issuance of the Quick Note, Quick Capital will have the right of first refusal
to participate in future financings proposed to the Company by bonafide third
parties on the same terms as such third parties and participation rights to
purchase up to $1,000,000 of securities in other offerings, subject to certain
exceptions.
The Note is convertible into shares of common stock at a conversion price of
$0.035 per share. If delivery of the Conversion Shares is not timely made, the
Company is obligated to pay Quick Capital $1,000 for each day that the delivery
is late as liquidated damages. The conversion price of the Note will be reduced
if the Company issues common stock or grants derivative securities for
consideration at a price less than the conversion price to the amount of the
consideration of such dilutive issuance. The Note may be prepaid at any time
within the first six months at 130% of face value. Thereafter, the Note can only
be prepaid at Quick Capital's discretion.
If the Company makes a distribution of its assets, Quick Capital will be
entitled to receive the amount of such assets which would have been payable had
Quick Capital been the holder of such shares on the record date for such
distribution. If the Company issues convertible securities or rights to purchase
securities or other property pro rata to its shareholders, Quick Capital will be
entitled to acquire such securities or rights upon the same terms as if Quick
Capital had converted the Note.
The Note also contains certain restrictive covenants limiting the Company's
ability to make distributions or dividends, repurchase its securities, incur
debt, sell assets, make loans, or engage in exchange offers.
If an event of default (as described in the Note) occurs, the Note will become
immediately due and payable in an amount equal to 150% of the then outstanding
principal amount of the Note plus any interest or amounts owing to Quick
Capital.
The Warrant provides, among other things, that if the Warrant Shares are not
timely delivered, the Company will be obligated to pay $2,000 per day as
liquidated damages. If there is no effective registration statement covering the
Warrant Shares, Quick Capital may exercise the Warrant on a cashless basis in
accordance with the terms of the Warrant. The exercise price and number of
Warrant Shares are subject to adjustment in the event of certain corporate
actions as described in the Warrant, including stock dividends, distributions,
stock splits and dilutive issuances. Upon the occurrence of certain fundamental
transactions including mergers, the sale of all of the Company's assets and
tender offers, Quick Capital will be entitled to alternative consideration
related to those transactions.
The Note may not be converted and the Warrant may not be exercised if after
giving effect to such conversion or exercise, as the case may be, Quick Capital
and its affiliates would beneficially own more than 9.99% of the outstanding
common stock of the Company.
On or after May 7, 2022 and upon the mutual agreement of the Company and Quick
Capital, Quick Capital may purchase additional note(s) in an aggregate amount
not to exceed $350,000 on similar terms.
In connection with this transaction, the Company issued, as a consulting fee, a
one-year warrant to purchase 2,250,000 restricted shares of the Company's common
stock at an exercise price of $0.001 per share to One Eyed Jack Enterprises LLC.
The foregoing description of the Purchase Agreement, Note and Warrant is
qualified in its entirety by reference to the full text of such Purchase
Agreement, Note and Warrant, copies of which are attached hereto as Exhibits
10.1, 10.2 and 10.3, respectively and are incorporated herein in their entirety
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated by reference in
this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above is incorporated herein by reference
in this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
Regulation
S-K Number Document
10.1 Note Purchase Agreement dated January 18, 2022 between the Company
and Quick Capital, LLC
10.2 Convertible Promissory Note dated January 18, 2022 issued to Quick
Capital, LLC
10.3 Common Stock Purchase Warrant dated January 18, 2022 issued to
Quick Capital, LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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