Airwa Inc 8-K, filed Jul 30, 2021
Airwa Inc. (YYAI)
About this 8-K
Airwa Inc filed this 8-K on July 30, 2021, reporting on events of July 23, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
July 23, 2021
Date of Report (Date of earliest event reported)
SLINGER BAG INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-214463 | 61-1789640 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
2709
N. Rolling Road, Suite 138
Windsor Mill, MD
21244
(Address of principal executive offices, including Zip Code)
(443) – 407 7564
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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 (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: None
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 [X]
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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On July 23, 2021, Slinger Bag Inc., a Nevada corporation (the “Company”), entered into a loan agreement (the “Loan Agreement”) with 2622325 Ontario Limited (the “Lender”) for a $500,000 loan in cash (the “Loan”) that will bear interest at a rate of 12% per annum and is to be repaid within 30 days of receipt of the Loan proceeds or such other date as may be accepted by the Lender in writing. The Company is not permitted to make any distribution or pay any dividend unless or until the Loan is repaid in full.
The foregoing summary of the Loan Agreement is subject to the full terms of the Loan Agreement, a copy of which is attached to this report as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 hereof is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| Exhibit 10.1 | Loan Agreement dated July 23, 2021 with 2622325 Ontario Limited. |
| 2 |
SIGNATURES
Pursuant to the requirements 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.
| Slinger Bag inc. | ||
| a Nevada corporation | ||
| Dated: July 29, 2021 | By: | /s/ Mike Ballardie |
| Chief Executive Officer and Sole Director | ||
| 3 |
Exhibit 10.1
This loan agreement (this “Agreement”) is made on July 23, 2021 by and between 2622325 Ontario Limited, an Ontario corporation (“Lender”), and Slinger Bag Inc., a Nevada corporation (together with its affiliates, “Borrower”).
WHEREAS, Borrower requires a further infusion of U.S. $500,000 in cash (the “Loan”) in order to finance its operations and Lender wishes to provide the Loan, subject to the terms and on the conditions of this Agreement;
Now, therefore, in consideration of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, it is hereby agreed by and between the Parties hereto as follows:
1. Loan. Lender hereby agrees to lend FIVE HUNDRED THOUSAND USD ($500,000) in immediately available funds to the Borrower on July 23, 2021 by wiring the same in accordance with instructions to be provided by the Borrower separately. Borrower agrees to accept $500,000 as a loan to be repaid within 30 days of receipt of the Loan proceeds or such other date as may be accepted by the Lender in writing (including by email). The Loan shall bear interest at a rate of 12% per annum on the outstanding amount until repaid in full. Any payment of cash to be made by Borrower to Lender shall be applied first to accrued, but unpaid, interest and second to the outstanding principal.
2. Dividends or Distributions. The Parties agree that Borrower shall not be permitted to declare, make or pay any dividend or distribution unless and until the Loan is repaid in full.
3. Costs and Fees. Each Party will bear its own costs in connection with the entry into this Agreement and any payments to be made or received hereunder.
4. Amendments and Assignments. This Agreement may not be amended or assigned without the written consent of all Parties.
5. Further Assurances. Each party hereto agrees to execute, on request, all other documents and instruments as the other party shall reasonably request, and to take any actions, which are reasonably required or desirable to carry out obligations imposed under, and affect the purposes of, this Agreement.
6. Governing Law and Jurisdiction. This Agreement shall be governed by the substantive law of the State of New York, without application of any conflict of laws principle that would require the application of the law of any other jurisdiction
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
| Slinger Bag Inc. | ||
| By: | ||
| Mike Ballardie | ||
| Chief Executive Officer | ||
| I have authority to bind the corporation | ||
| Agreed and | ||
| accepted: | ||
| 2622325 Ontario Limited | ||
| Name: | Elisha Kalfa | |
| Title: | Authorized Signatory | |