AB INTERNATIONAL GROUP CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K) | MarketScreener

ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 1, 2020, we entered into a Securities Purchase Agreement (“JSC
SPA”) with Jefferson Street Capital LLC, a New Jersey limited liability company
(“Jefferson Street”), pursuant to which we issued and sold to Jefferson Street a
convertible promissory note, dated September 1, 2020, in the principal amount of
$82,500 (the “Jefferson Street Note”). We received $75,000 after paying fees and
expenses.

The maturity date for repayment of the Jefferson Street Note is September 1,
2021 and the Jefferson Street Note bears interest at 10% per annum. All
principal and accrued interest on the Jefferson Street Note is convertible into
shares of our common stock at the election of Jefferson Street at any time at a
conversion price equal the lesser of: (i) 60% of the lowest trading price for
our common stock during the 20 day trading period before the issue date of the
Jefferson Street Note; or (ii) 60% of the lowest trading price for our common
stock during the 20 trading day period immediately prior to conversion.

We have the right to prepay the Jefferson Street Note at any time prior to 180
days following the closing date. The amount we are required to prepay is 135% of
the principal amount plus accrued interest and other charges.

The Jefferson Street Note contains customary default events which, if triggered
and not timely cured, will result in default interest and penalties.

On September 1, 2020, we entered into a Securities Purchase Agreement
(“Firstfire SPA”) with Firstfire Global Opportunities Fund, LLC., a Delaware
limited company (“Firstfire”), pursuant to which we issued and sold to the
Firstfire a convertible promissory note, dated September 1, 2020 in the
principal amount of $75,000(the “Firstfire Note”). We received $71,250 after
fees and expenses.

The maturity date for repayment of the Firstfire Note is June 1, 2021 and the
Fildeis Note bears interest at 10% per annum. All principal and accrued interest
on the Firstfire Note is convertible into shares of our common stock at the
election of Firstfire at any time at a conversion price equal the lesser of: (i)
60% of the lowest trading price for our common stock during the 20 day trading
period before the issue date of the Jefferson Street Note; or (ii) 60% of the
lowest trading price for our common stock during the 20 trading day period
immediately prior to conversion.

We have the right to prepay the Firstfire Note at any time prior to 180 days
following the closing date. The amount we are required to prepay is 120 to 140%
of the principal amount plus accrued interest and other charges, depending on
the amount of time that has passed since issuance.

The Firstfire Note contains customary default events which, if triggered and not
timely cured, will result in default interest and penalties.

The foregoing description of the JSC SPA, the Jefferson Street Note, the
Firstfire SPA and the Firstfire Note and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the full text of the JSC SPA, the Jefferson Street Note, the
Firstfire SPA and the Firstfire Note, which are included in this Current Report
as Exhibits 10.1, 4.1, 10.2 and 4.2, respectively, and are incorporated herein
by reference.

If the above notes are converted prior to us paying off such notes under the
prepayment provisions, it would lead to substantial dilution to our shareholders
as a result of the conversion discounted for the notes. There can be no
assurance that there will be any funds available to pay the notes, or if
available, on terms that will be acceptable to us or our shareholders. If we
fail to obtain such additional financing on a timely basis, the purchasers may
convert the notes and sell the underlying shares, which may result in
significant dilution to shareholders due to the conversion discount, as well as
a significant decrease in our stock price.


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Item 2.03 – Creation of a Direct Financial Obligation

The information set forth in Items 1.01 is incorporated into this Item 2.03 by
reference.

Item 9.01 Financial Statements and Exhibits.



Exhibit No. Description
4.1           Jefferson Street Note
4.2           Firstfire Note
10.1          JSC SPA
10.2          Firstfire SPA




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