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
Date of Report (Date of earliest event reported): December 28, 2020
Digipath, Inc.
(Exact name of registrant as specified in charter)
| Nevada | 000-54239 | 27-3601979 | ||
|
(State
or other Jurisdiction of
Incorporation or Organization) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
| 6450 Cameron Street, Suite 113 Las Vegas, NV | 89118 | |
| (Address of principal executive offices) | (zip code) |
(702) 527-2060
(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| [ ] | 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 | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 December 28, 2020, Digipath, Inc. (the “Company”) and the three holders of its 9% Secured Convertible Notes in the aggregate original principal amount of $550,000 (the “Notes”) entered into amendments to Notes, pursuant to which (i) the holders of the Notes advanced the Company an aggregate amount of $110,000 (the “Additional Loans”), (ii) the principal amount of the respective Notes were increased to reflect the amount of the Additional Loans, and (iii) the conversion price under the Notes was reduced from $0.15 per share to $0.03 per share.
Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit 4.1 | Form of Amendment to 9% Secured Convertible Promissory Note of Digipath, Inc. |
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.
| Digipath, Inc. | ||
| Date: January 6, 2021 | ||
| By: | /s/ Todd Peterson | |
| Todd Peterson | ||
| Chief Financial Officer | ||
Exhibit 4.1
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of December 28, 2020, is entered into by and among DIGIPATH, INC., a Nevada corporation (the “Company”), and [_______________] (“Lender”).
RECITALS:
The Lender is the holder of that certain 9% Secured Convertible Promissory Note, dated February __, 2020 (the “Convertible Note”), made by the Company in favor of Lender, in the original principal amount of $_______ and is making an additional loan to the Company as of the date hereof in the amount of $_______ (the “Additional Loan”). As an inducement to Lender to make the Additional Loan, the Company has agreed to reduce the Conversion Price under the Convertible Note as set forth in this Amendment.
Capitalized terms used but not defined in this Amendment have the meanings set forth in the Convertible Note.
NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS:
1. Amendments.
(a) The Convertible Note is hereby amended to increase the principal amount thereof by the amount of the Additional Loan, to $_______.
(b) Section 5.A of the Convertible Note is hereby amended to reduce the Conversion Price thereunder by replacing “$0.15 per share” with “$0.03 per share” in such Section.
(c) From and after the date hereof, the Convertible Note, as amended by this Amendment, will be deemed to be the “Note” referred to in the Note, the Securities Purchase Agreement and the Security Documents for all purposes therein.
2. Continuing Effectiveness of Note and Transaction Documents. Except to the extent amended hereby, the Convertible Note, the Securities Purchase Agreement and the Security Documents and all terms, conditions and provisions thereof shall continue in full force and effect in all respects.
3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument.
4. Miscellaneous. This Amendment shall be subject to the governing law, notice and other applicable provisions set forth in the Securities Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
| BORROWER: | DIGIPATH, INC. | |
| By: | ||
| Name: | ||
| Title: | ||
| LENDER: | ||