GREENBOX POS, LLC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

Edgar Glimpses |

Item 1.01 Entry Into A Material Definitive Agreement

On , Greenbox POS LLC (the "Company") entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. ("Power Up") with respect to the issuance of a promissory note convertible into equity issued on the same date with gross proceeds of $253,000. The Note shall bear interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. Power Up may elect to convert the Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. The Note carries a pre-payment penalty if such note is paid off in 30, 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid interest multiplied by 110%, 115%, 120%, 125%, 130%, 135% respectively.

On , the Company issued a promissory note convertible into equity, pursuant to the above-referenced Securities Purchase Agreement with gross proceeds of $53,000 (the " Note"). The Note shall bear interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. Power Up may elect to convert the Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. The Note carries a pre-payment penalty if such note is paid off in 30, 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid interest multiplied by 110%, 115%, 120%, 125%, 130%, 135% respectively.

Pursuant to the Securities Purchase Agreement, Power Up was granted an option to invest up to $1,500,000 (inclusive of the amounts provided pursuant to the Note and the Note) for 12 months from the date of the Securities Purchase Agreement under the terms and conditions of the Securities Purchase Agreement.

The foregoing description is qualified in its entirety by reference to the full text of (i) the Securities Purchase Agreement, filed as Exhibit 10.1 hereto; (ii) the Note, filed as Exhibit 10.2 hereto; and (iii) the Note, filed as Exhibit 10.3. All three exhibits are incorporated by reference herein.


Item 3.02   Unregistered Sales of Equity Securities


The information provided above in "Item 1.01 - Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Note, and the issuance of the shares of the Company's Common Stock upon conversion of the Note in connection with the financing are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as defined in Rule 501 of Regulation D.


Item 9.01    Financial Statements and Exhibits



(d) Exhibits



10.1     Securities Purchase Agreement, Dated 

10.2       Convertible Promissory Note, Dated 

10.3       Convertible Promissory Note, Dated 





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