GCAND 8-K
Trafalgar International, Inc. (GCAND)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
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None |
As used in this Current Report on Form 8-K (this “Current Report”), and unless otherwise indicated, the terms “the Company,” “GCAN,” “we,” “us” and “our” refer to The Greater Cannabis Company, Inc. and it subsidiaries.
Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2022, GCAN and FirstFire Global Opportunities Fund, LLC (“FFG”) entered into an amendment (the “Amendment”), effective May 1, 2022 , to that certain Amended Securities Purchase Agreement originally dated March 11, 2021 and amended June 7, 2021 (as amended, the “SPA”) and other Transaction Documents (as hereinafter defined). Pursuant to the SPA, the Company issued to FFG (a) a Convertible Promissory Note dated March 11, 2021 in the original principal amount of $272,500 (the “First Note”); (b) a Convertible Promissory Note dated June 28, 2021 in the original principal amount of $272,500 (the “Second Note,” and together with the First Note, collectively, the “Notes”); and (c) certain warrants to purchase the Company’s common stock (the “Warrants,” and together with the SPA, the Notes and all other related documents referenced therein, collectively, the “Transaction Documents”).
Pursuant to the Amendment:
| ● | The Maturity Date of each of the Notes was extended to April 30, 2023. | |
| ● | FFG waives and Events of Default (as defined in the Notes) as of May 1, 2022 (including any events as of the date hereof which would become Events of Default with only the passage of time) under the Notes and the other Transaction Documents, provided, however, that the waiver shall did not apply to FFG’s ability to calculate a Default Conversion Rate (as defined and provided for in Section 1.2(a) of the Notes). |
The above summary of the Amendment is qualified in its entirety by reference to the copy of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No | Description | |
| 10.1 | Amendment No.1 to Transaction Documents, effective May 1, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE GREATER CANNABIS COMPANY, INC. | ||
| a Florida corporation | ||
| Dated: May 19, 2022 | By: | /s/ Aitan Zacharin |
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS
THIS AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (the “Amendment”) is entered into effective May 1, 2022 , by and between GREATER CANNABIS COMPANY, INC., a Florida corporation (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC, a Delaware limited liability company (the “Holder,” and together with the Company, collectively, the “Parties”).
BACKGROUND
A. The Company and the Holder are the parties to that certain Amended Securities Purchase Agreement originally dated March 11, 2021 and amended June 7, 2021 (as amended, the “SPA”), pursuant to which, among other matters, the Company issued to the Holder (i) a Convertible Promissory Note dated March 11, 2021 in the original principal amount of $272,500 (the “First Note”); (ii) a Convertible Promissory Note dated June 28, 2021 in the original principal amount of $272,500 (the “Second Note,” and together with the First Note, collectively, the “Notes”); and (iii) certain warrants to purchase the Company’s common stock (the “Warrants,” and together with the SPA, the Notes and all other related documents referenced therein, collectively, the “Transaction Documents”).
B. The Parties desire to amend the Transaction Documents as set forth expressly below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | The Maturity Date of the First Note and the Second Note are hereby extended to April 30, 2023. | |
| 2. | The Holder hereby waives any Events of Default (as defined in the Notes) as of the date hereof (including any events as of the date hereof which would become Events of Default with only the passage of time) under the Notes and the other Transaction Documents, provided, however, that the foregoing waiver shall not be applicable to the Holder’s ability to calculate a Default Conversion Rate (as defined and provided for in Section 1.2(a) of the Notes). | |
| 3. | All capitalized terms not otherwise defined in this Amendment shall have the meanings given to such terms in the Notes. | |
| 4. | Except as specifically amend and modified by this Amendment, the Transaction Documents remain in full force and effect and are hereby ratified, approved and confirmed by the Parties. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of May 1, 2022.
| GREATER CANNABIS COMPANY, INC. | ||
| By: | /s/ Aitan Zacharin | |
| Aitan Zacharin, Chief Executive Officer | ||
| FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC | ||
| By: FIRST FIRE CAPITAL MANAGEMENT LLC, Manager | ||
| By: | /s/ Eli Fireman | |
| Eli Fireman, Managing Member | ||