MWAI 8-K/A
MedWellAI, Inc. (MWAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 4, 2020
| INTEGRATED VENTURES, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 000-55681 |
| 82-1725385 |
| (State or other jurisdiction of incorporation or organization) |
| (Commission file number) |
| (I.R.S. Employer Identification No.) |
| 73 Buck Road, Suite 2, Huntingdon Valley, PA |
| 19006 |
| (Address of principal executive offices) |
| (Zip Code) |
215-613-1111
(Registrant’s telephone number, including area code)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17CRF 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CRF 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 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 |
| Common Stock, $0.001 par value |
| INTV |
| NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| EXPLANATORY NOTE |
| Integrated Ventures, Inc. (the “Company”) is filing this Current Report on Form 8-K to disclose the terms of a material amendment to a Securities Purchase Agreement with Eagle Equities, LLC, entered into by the Company on August 4, 2020, and the convertible note issued by the Company to that firm on August 4, 2020 in connect with that Agreement. |
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement with Eagle Equities, LLC
On August 4, 2020, Integrated Ventures, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Eagle Equities, LLC (the “Buyer”), providing for the issuance and sale by the Company and the purchase by the Buyer of a 6% convertible note of the Company in the aggregate principal amount of $1,086,956.52 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Conversion Shares”), upon the terms and subject to the limitations and conditions set forth in the Note. The Note provides for an 8% original issue discount (“OID”) such that the aggregate purchase price for Note will be $1,000,000.00.
The Securities Purchase Agreement and Note have been amended pursuant to an Amendment to the Agreement and the Note (the “Amendment”) effective November 16, 2020, to reduce the principal amount of the Note to $543,478.26 the aggregate principal balance after the two completed fundings under the Note that have taken place: The first closing date under the Note (“Closing”) was held on August 4, 2020, at which the Company sold, and the Buyer purchased the first tranche under the Note for a $271,739.13 portion of the principal balance of the Note, for a purchase price of $250,000, reflecting the OID of 8%. A subsequent Closing of an additional $271,739.13 portion of the Note (the “Second Tranche”) took place on October 22, 2020. The purchase price for the $271,739.13 Second Tranche of the Note was $250,000 as well, representing the OID of 8%. The total amount now due under the Note, as amended on November 16, 2020, following the two completed closings is $543,478.26, which amount corresponds to total aggregate principal balance of the Note purchased in the two completed closings. Now there is no unfunded balance under the Note as a result of the Amendment reducing the principal amount thereof to the aggregate principal balance of the Note following the two completed closings.
THE FOREGOING GENERAL DISCUSSION OF THE TERMS OF THE AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT AND CONVERTIBLE REDEEMABLE NOTE I S QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TERMS SET FORTH SUCH AMENDMENT FILED AS AN EXHIBIT TO THIS CURRENT REPORT. DEFINED TERMS USED HEREIN SHALL HAVE THE MEANINGS FOR SUCH TERMS PROVIDED IN THE SECURITIES PURCHASE AGREEMENT, THE CONVERTIBLE REDEEMABLE NOTE AND THE AMENDMENT, AS APPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
| Description of Exhibit |
| 2 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Integrated Ventures, Inc. | ||
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| Dated: November 18, 2020 | By: | /s/ Steve Rubakh | |
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| Name: | Steve Rubakh | |
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| Title: | Chief Executive Officer | |
| 3 |
EXHIBIT 10.35
AMENDMENT
TO THE SECURITIES PURCHASE AGREEMENT DATED AUGUST 4, 2020 AND 6%
CONVERTIBLE REDEEMABLE NOTE $1,086,956 DUE FEBRUARY 4, 2022
AMENDMENT, dated November 16, 2020, to (1) the Securities Purchase Agreement, dated as of August 4, 2020 (the “Agreement”), by and between INTEGRATED VENTURES, INC., a Nevada corporation, (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company (the “Buyer”); and (2) the 6% Convertible Promissory Note, dated as of August 4, 2020, and due February 4, 2022, issued by the Company to the Buyer pursuant to the Agreement (the “Original Note”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Agreement and the Original Note, as applicable.
WHEREAS, the Company and the Holder are parties to the Original Note pursuant to which the Company has borrowed $500,000.00 representing principal in the amount of $543,478.26 from the Buyer;
WHEREAS, due to the fact that all required funding under the Agreement for the Original Note has been funded, the Company and the Buyer have agreed (1) to modify the aggregate principal face amount of the Original Note from to $1,086,956 to $543,478.26 (the “New Principal Amount”), that is equal to the amount funded to date under the Original Note; and (2) to amend the Agreement to amend all references the aggregate principal face of amount of the Original Note as referred to in the Agreement from $1,086,l 956 to the New Principal Amount of $543,478.26, and to terminate any right of the Buyer to fund any Unfunded Balances of Original Note, since all funding required by the Agreement for the Original Note has now been completed; and
WHEREAS, in accordance with the terms and conditions of the Original Note and the Agreement, respectively, the Borrower and the Lender hereby approve the amendment of the Original Note and Agreement as set forth herein.
NOW, THEREFORE, by their respective execution of this Agreement and in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:
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| 1. | The Company and the Buyer agree that the references to the aggregate principal face dollar amount of the Original Note as referred to in the title to and first written paragraph of the forepart of the Original Note shall be amended to refer to the principal amount of $543,478.26 rather than $1,086,956. |
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| 2. | “The Company and the Buyer further agree that paragraph B in the forepart of the Agreement is amended to read in its entirety as follows: |
| 1 |
“B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 6% convertible note of the Company, in the aggregate principal amount of $543,478.26 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall contain an 8% OID such that the aggregate purchase price for the Note shall be $500,000.00. The amount of each portion of the $543,478.26 aggregate note purchase and the timing for payment thereof are set forth in Section 1(c).”
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| 3. | The Company and the Buyer further agree that paragraph c. “Closing Date” in section 1. of the Agreement shall be amended to read as follows: |
“Closing Date. The date and time of the issuance and sale of the first $271,739.13 portion (the “First Tranche”) of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about August 4, 2020, or such other mutually agreed upon time. At this time, the Company will sell, and the Buyer shall purchase, a $271,739.13 portion of the $ Purchase Price amount under this Agreement. The purchase price for the $271,739.13 tranche of the note shall be $250,000.00 representing the original issue discount of 8%. A subsequent closing of an additional $271,739.13 portion of the Note (the “Second Tranche”) shall occur on the filing of the Company’s resale registration statement covering the $543,478.26 Note being purchased herein. The purchase price for the $271,739.13 Second Tranche of the note shall be $250,000.00 as well, representing the original issue discount of 8%. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.”
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| 4. | Except as expressly provided herein, the Original Note and the Agreement shall continue in full force and effect. |
IN WITNESS WHEREOF, the Company and the Buyer have executed this Amendment as of the date set forth above.
| INTEGRATED VENTURES, INC. | |||
| By: | /s/ Steve Rubakh | ||
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| Name: | Steve Rubakh | |
| Title: | Chief Executive Officer | ||
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| EAGLE EQUITIES, LLC |
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| By: | /s/ Yakov Borenstein |
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| Name: | Yakov Borenstein |
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| Title: | Managing Member |
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| 2 |