Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2022, NutraLife BioSciences, Inc. ("NutraLife") entered into
that certain first "Revenue Share Agreement", Second Revenue Share Agreement",
"Promissory Note", "First Common Stock Purchase Warrant" for 3,000,000 warrant
shares, "Second Common Stock Purchase Warrant" for 400,000 warrant shares, each
as hereinafter defined, by and among NutraLife and Green Dynamics, LLC ("Green
Dynamics").
Revenue Share Agreement
Pursuant to the terms of the Revenue Share Agreement, dated September 12, 2022,
Green Dynamics is entitled to one cent per gummy manufactured and sold for or by
NutraLife Biosciences on a monthly basis, provided, however, that until Green
Dynamics collects $300,000.00 or more during the month ending, Green Dynamics
shall be entitled to one and a half cents instead of $0.01 Rev Share (as defined
in the Revenue Share Agreement). Upon Green Dynamics collecting at least
$300,000.00 or more by the month ending pursuant to the Revenue Share Agreement,
Green Dynamics' profit share shall revert to $0.01 for the duration of the
Revenue Share Agreement. The term of the Revenue Share Agreement shall be 3
years after the principal amount of $300,000 has been recouped.
Second Revenue Share Agreement
Pursuant to the terms of the Second Revenue Share Agreement, dated September 12,
2022, Green Dynamics is entitled to two and a half percent (2.5%) of Rev Share
(as defined in the Second Revenue Share Agreement) instead of one point two five
percent (1.25%) of Rev Share. Upon Green Dynamics collecting at least
$500,000.00 or more by the month ending pursuant to the Second Revenue Share
Agreement, Green Dynamics' profit share shall revert to one point two five
percent (1.25%) of Rev Share. The term of the Second Revenue Share Agreement
shall begin on the effective date, with no definitive termination date.
Promissory Note
On September 12, 2022, the Company issued the Promissory Note in the Principal
Amount (as defined in the Promissory Note) of $40,000. Pursuant to the terms of
the Promissory Note, the entire outstanding principal balance of the Promissory
Note matures on March 2, 2023. The Promissory Note provides that until such time
as the Principal Amount of the Promissory Note has been paid in full, interest
will accrue at the fixed rate of 20% per annum, for a term of six months . The
Company may prepay the Promissory Note in whole or in part at any time without
interest or penalty.
Pursuant to the Promissory Note, upon an Event of Default (as defined in the
Promissory Note), the Promissory Note shall become immediately due and payable
and the Company shall pay to the Green Dynamics, within five (5) business days
of the date of the Event of Default, all of the indebtedness in full, together
with any and all other amounts payable thereunder, all without demand,
presentment or notice, all of which thereby are expressly waived, together with
all costs, including, without limitation, legal fees and expenses, of
collection, and the Green Dynamics shall be entitled to exercise all other
rights and remedies available at law or in equity.
First Common Stock Purchase Warrant, Second Common Stock Purchase Warrant &
Third Common Stock Purchase Warrant
Green Dynamics is the holder of a First Common Stock Purchase Warrant for
5,000,000 Warrant Shares (as defined in the warrant), Second Common Stock
Purchase Warrant for 3,000,000 Warrant Shares (as defined in the warrant), as
well as a Third Common Stock Purchase Warrant for 400,000 Warrant Shares (as
defined in the warrant), collectively hereinafter defined, the "Common Stock
Purchase Warrants". Each of the Common Stock Purchase Warrants has an issue date
of September 12, 2022 ("Issue Date"), which entitle Green Dynamics at any time
on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on
the second anniversary of the Issue Date, up to the number of shares set forth
respectively, in all three cases at the purchase price of $0.08 per share. The
exercise price of the Common Stock Purchase Warrants shall be subject to
Equitable Adjustments (as defined therein) upon the occurrence of certain
events, such as additional stock splits, stock dividends or rights offerings
affecting the common stock of the Company and relating to the Company's
securities, combinations, recapitalization, reclassifications, extraordinary
distributions and similar events that occur on or after the determination of the
exercise price.
Each of the Common Stock Purchase Warrants contain provisions limiting the
Investor's ability to exercise the warrants if such exercise would cause Green
Dynamics' holdings in the Company to exceed 9.99% of the Company's issued and
outstanding shares of common stock. They also include cashless exercise rights.
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Third Revenue Share Agreement
Pursuant to the terms of a "Third Revenue Share Agreement", by and among
NutraLife and Zachary Davis ("Davis"), Davis is entitled to one point zero eight
percent (1.08%) of Rev Share (as defined in the Third Revenue Share Agreement)
on a quarterly basis, provided, however, that until Davis collects $500,000.00
or more during the month ending, Davis shall be entitled to three percent (3.0%)
of Rev Share (as defined in the Third Revenue Share Agreement) instead of one
point zero eight percent (1.08%) of Rev Share. Upon Davis collecting at least
$500,000.00 or more by the month ending pursuant to the Third Revenue Share
Agreement, Davis' profit share shall revert to one point zero eight percent
(1.08%) of Rev Share. The term of the Third Revenue Share Agreement shall begin
on the effective date and may only be terminated if a party ceases to function
as a going concern or to conduct operations in the normal course of business, or
has a petition filed by or against it under any state or federal bankruptcy or
insolvency law.
Fourth Revenue Share Agreement
Pursuant to the terms of the "Fourth Revenue Share Agreement", by and among
NutraLife and Davis, Davis is entitled to six-tenths of one cent ($0.006) per
gummy manufactured and sold by Nutralife, as set forth in the Fourth Revenue
Share Agreement. The term of the Fourth Revenue Share Agreement shall be 2 years
after the principal amount of $300,000 has been recouped.
Fourth Common Stock Purchase Warrant
Davis is the holder of a Fourth Common Stock Purchase Warrant for 3,000,000
Warrant Shares (as defined in the warrant). The Fourth Common Stock Purchase
Warrant has an issue date of September 6, 2022 ("Davis Issue Date"), which
entitle Davis at any time on or after the Davis Issue Date and on or prior to
5:00 p.m. (New York City time) on the second anniversary of the Davis Issue
Date, up to the number of shares set forth respectively, at the purchase price
of $0.10 per share. The exercise price of the Fourth Common Stock Purchase
Warrant shall be subject to Equitable Adjustments (as defined therein) upon the
occurrence of certain events, such as additional stock splits, stock dividends
or rights offerings affecting the common stock of the Company and relating to
the Company's securities, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events that occur on or after the
determination of the exercise price.
. . .
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 of this Current Report on Form 8-K, which description is
incorporated herein by reference. The net proceeds under the First Common Stock
Purchase Warrant, Second Common Stock Purchase Warrant, Third Common Stock
Purchase Warrant and Fourth Common Stock Purchase Warrant, to the Company, will
depend on the frequency and prices at which the Company sells shares of its
common stock to Green Dynamics. The Company expects that any proceeds received
by the Company from such sales to Green Dynamics under the First Common Stock
Purchase Warrant, Second Common Stock Purchase Warrant, Third Common Stock
Purchase Warrant and Fourth Common Stock Purchase Warrant, will be used for
general corporate purposes.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 concerning the Promissory Note
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Revenue Share Agreement, dated as of September 12, 2022, by and
between the registrant and Green Dynamics, LLC.
10.2 Second Revenue Share Agreement, dated as of September 12, 2022, by
and between the registrant and Green Dynamics, LLC.
10.3 Promissory Note, with an issue date of September 12, 2022, issued
by the registrant to Green Dynamics, LLC.
10.4 First Common Stock Purchase Warrant (5,000,000 warrant shares),
dated as of September 12, 2022, by and between the registrant and
Green Dynamics, LLC.
10.5 Second Common Stock Purchase Warrant (3,000,000 warrant shares),
dated as of September 12, 2022, by and between the registrant and
Green Dynamics, LLC.
10.6 Third Common Stock Purchase Warrant (400,000 warrant shares),
dated as of September 12, 2022, by and between the registrant and
Green Dynamics, LLC.
10.7 Third Revenue Share Agreement, dated as of September 6, 2022, by
and between the registrant and Zachary Davis.
10.8 Fourth Revenue Share Agreement, dated as of September 6, 2022, by
and between the registrant and Zachary Davis.
10.9 Fourth Common Stock Purchase Warrant (3,000,000 warrant shares),
dated as of September 6, 2022, by and between the registrant and
Green Dynamics, LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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