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TRUE NATURE HOLDING, INC. (OTCMKTS:TNTY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Sale and Issuance of Bridge Notes

On March 18, 2019 (the First Power Up Issuance Date), True Nature Holding, Inc., a Delaware corporation (the Company) entered into a Securities Purchase Agreement (the First Power Up SPA) with Power Up Lending Group Ltd., a Virginia corporation (Power Up), to which Power Up agreed to purchase a Convertible Promissory Note (the First Power Up Note) in the principal amount of $43,000.00 (the First Power Up Loan). On or about March 18, 2019, the Company received an aggregate of approximately $40,000.00 in net proceeds in exchange for the sale of the First Power Up Note to Power Up.

The First Power Up Note entitles Power Up to 12% interest per annum and matures on January 30, 2020. In the event the Company prepays the First Power Up Note beginning on the First Power Up Issuance Date through the 180th day following the First Power Up Issuance Date, the Company must pay Power Up all of the outstanding principal and interest due plus a cash redemption premium ranging from 115% to 140%. After the 180th day following the First Power Up Issuance Date, there is no further right of prepayment by the Company.

Power Up has no right of conversion under the First Power Up Note for a period of 180 days commencing on the First Power Up Issuance Date. In the event the Company has not paid the First Power Up Loan in full prior to 180 days from the First Power Up Issuance Date, Power Up may convert all or a portion of the outstanding principal of the First Power Up Note into shares of the Companys common stock (the Common Stock) at a price per share equal to 61% of the lowest closing price of the Common Stock during the 20 trading day period ending on the last complete trading day prior to the date of conversion. Power Up may not convert the First Power Up Note to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the issued and outstanding Common Stock.

The First Power Up Note contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTC marketplace or if the Company is delinquent in its periodic report filings with the SEC. In the event of default, at the option of Power Up, it may consider the First Power Up Note immediately due and payable.

On March 27, 2019 (the Second Power Up Issuance Date), the Company entered into a Securities Purchase Agreement (the Second Power Up SPA) with Power Up, to which Power Up agreed to purchase a Convertible Promissory Note (the Second Power Up Note) in the principal amount of $53,000.00 (the Second Power Up Loan). On or about March 27, 2019, the Company received an aggregate of approximately $50,000.00 in net proceeds in exchange for the sale of the Second Power Up Note to Power Up.

The Second Power Up Note entitles Power Up to 12% interest per annum and matures on January 30, 2020. In the event the Company prepays the Second Power Up Note beginning on the Second Power Up Issuance Date through the 180th day following the Second Power Up Issuance Date, the Company must pay Power Up all of the outstanding principal and interest due plus a cash redemption premium ranging from 115% to 140%. After the 180th day following the Second Power Up Issuance Date, there is no further right of prepayment by the Company.

Power Up has no right of conversion under the Second Power Up Note for a period of 180 days commencing on the Second Power Up Issuance Date. In the event the Company has not paid the Second Power Up Loan in full prior to 180 days from the Second Power Up Issuance Date, Power Up may convert all or a portion of the outstanding principal of the Second Power Up Note into shares of the Companys common stock (the Common Stock) at a price per share equal to 61% of the lowest closing price of the Common Stock during the 20 trading day period ending on the last complete trading day prior to the date of conversion. Power Up may not convert the Second Power Up Note to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the issued and outstanding Common Stock.

The Second Power Up Note contains certain representations, warranties, covenants and events of default including if the Common Stock is suspended or delisted for trading on the OTC marketplace or if the Company is delinquent in its periodic report filings with the SEC. In the event of default, at the option of Power Up, it may consider the Second Power Up Note immediately due and payable.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the First Power Up Note, the Second Power Up Note, the First Power Up SPA, and the Second Power Up SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the First Power Up Note, the Second Power Up Note, the First Power Up SPA, and the Second Power Up SPA, filed as Exhibits 4.1, 4.2, 10.1, and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 1.01 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The applicable information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01. The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Companys reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the individual and the Company; and (f) the recipient of the Securities is an accredited investor.

True Nature Holding, Inc. Exhibit
EX-4.1 2 ex_140347.htm EXHIBIT 4.1 ex_140347.htm Exhibit 4.1   NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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This post first appeared on SEC Filings – Market Exclusive