Item 1.01. Entry into a Material Definitive Agreement.
On October 28, 2022, SPI Energy Co., Ltd. (the "Company") entered into an
Amendment to Convertible Promissory Note (the "Amendment to June Note") with
Streeterville Capital, LLC (the "Lender"). The Company previously issued to the
Lender a Convertible Promissory Note dated June 9, 2021 in the principal amount
of $4,210,000.00 (the "June Note"). Pursuant to the Amendment to June Note, the
parties agreed to extend the maturity date for the June Note until June 9, 2023.
In consideration of the Lender's grant of the extension, its fees incurred in
preparing the Amendment to June Note and other accommodations set forth therein,
the Company agreed to pay to the Lender an extension fee equal to two percent
(2%) of the outstanding balance of the June Note, which equals $30,068.44. In
addition, the Company agreed to reduce the aggregate outstanding balance of the
June Note together with the outstanding balance of the September Note (as
defined below) and November Note (as defined below) issued by the Company in
favor of the Lender in accordance with the following schedule: (a) at least
$350,000 in November 2022; (b) at least $400,000 in December 2022; (c) at least
$450,000 in January 2023; and (d) at least $500,000 for each month thereafter
until the June Note, the September Note and the November Note are both paid in
full. A fee equal to one percent (1%) of the outstanding balance of the June
Note will be added to the outstanding balance for each month in which the
Company fails to comply with the foregoing minimum aggregate balance reduction
schedule. In addition, if the Company fails to reduce the aggregate outstanding
balance of the June Note,the September Note and the November Note by the
required monthly amount in four (4) separate months, then the Lender has the
right to call an Event of Default (as defined in the June Note) with respect to
such failure at any time thereafter.
On October 28, 2022, the Company entered into an Amendment to Convertible
Promissory Note (the "Amendment to September Note") with the Lender. The Company
previously issued to the Lender a Convertible Promissory Note dated September
30, 2021 in the principal amount of $4,210,000.00 (the "September Note").
Pursuant to the Amendment to September Note, the parties agreed to extend the
maturity date for the September Note until September 30, 2023. In consideration
of the Lender's grant of the extension, its fees incurred in preparing the
Amendment to September Note and other accommodations set forth therein, the
Company agreed to pay to the Lender an extension fee equal to two percent (2%)
of the outstanding balance of the September Note, which equals $71,893.51. In
addition, the Company agreed to reduce the aggregate outstanding balance of the
September Note together with the outstanding balance of the June Note and the
November Note in accordance with the following schedule: (a) at least $350,000
in November 2022; (b) at least $400,000 in December 2022; (c) at least $450,000
in January 2023; and (d) at least $500,000 for each month thereafter until the
September Note, the June Note and the November Note are both paid in full. A fee
equal to one percent (1%) of the outstanding balance of the September Note will
be added to the outstanding balance for each month in which the Company fails to
comply with the foregoing minimum aggregate balance reduction schedule. In
addition, if the Company fails to reduce the aggregate outstanding balance of
the September Note, the June Note and the November Note by the required monthly
amount in four (4) separate months, then the Lender has the right to call an
Event of Default (as defined in the September Note) with respect to such failure
at any time thereafter.
On October 28, 2022, the Company entered into an Amendment to Convertible
Promissory Note (the "Amendment to November Note") with the Lender. The Company
previously issued to the Lender a Convertible Promissory Note dated November 12,
2021 in the principal amount of $4,210,000.00 (the "November Note"). Pursuant to
the Amendment to November Note, the maturity date for the November Note will
automatically be extended until November 12, 2023 upon the Lender's receipt of
an extension fee as described below. In consideration of Lender's grant of the
extension, its fees incurred in preparing the Amendment to November Note and
other accommodations set forth therein, the Company agreed to pay to Lender an
extension fee equal to two percent (2%) of the outstanding balance of the
November Note as of November 12, 2022, which equals $93,183.41. The November
Note extension fee will be paid via wire transfer of immediately available funds
on or before November 12, 2022. The Company agreed to reduce the aggregate
outstanding balance of the November Note together with the outstanding balance
of the June Note and the September Note in accordance with the following
schedule: (a) at least $350,000 in November 2022; (b) at least $400,000 in
December 2022; (c) at least $450,000 in January 2023; and (d) at least $500,000
for each month thereafter until the November Note, the June Note and September
Note are all paid in full. A fee equal to one percent (1%) of the outstanding
balance of the November Note will be added to the outstanding balance for each
month in which the Company fails to comply with the foregoing minimum aggregate
balance reduction schedule. In addition, if the Company fails to reduce the
aggregate outstanding balance of the November Note , the June Note and September
Note by the required monthly amount in four (4) separate months, then the Lender
has the right to call an Event of Default (as defined in the November Note) with
respect to such failure at any time thereafter.
The foregoing description is qualified in its entirety by reference to the full
text of the Amendment to June Note, the Amendment to September Note and the
Amendment to November Note, a copy of each of which is filed as Exhibits 4.1,
4.2 and 4.3 hereto, and each of which is incorporated herein by reference.
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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 in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit
4.1 Amendment to Convertible Promissory Note, dated October
28, 2022
4.2 Amendment to Convertible Promissory Note, dated October
28, 2022
4.3 Amendment to Convertible Promissory Note, dated October
28, 2022
104 Cover page interactive data file (embedded within the iXBRL
document)
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SPI ENERGY CO., LTD. 
