Attached files
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| EX-10.1 - COMPILATION OF GSCP SECURITIES PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTE A - Tego Cyber, Inc. | tgcb_ex10-1.htm |
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): March 30, 2021 (March 25,
2021)
TEGO CYBER INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-248929
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84-2678167
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification ID No.)
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8565 South Eastern Avenue, Suite 150
Las Vegas, Nevada 89123
(Address
of principal executive offices)(Zip Code)
(855) 939-0100
(Registrant’s
telephone number, including area code)
Not Applicable
(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 obligations of the registrant
under any of the following provisions (see General Instruction A.2.
below).
[ ]
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 CFR240.13e-4(c))
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
March 25, 2021, Tego Cyber Inc., a Nevada corporation (the
“Company”), closed a funding transaction totaling
$120,000 ($96,750 net of fees, commissions and costs) as described
below.
Securities Purchase Agreement, Convertible Promissory Note, and
Common Stock Purchase Warrant Agreement with GS Capital Partners,
LLC, a New York limited liability company
(“GSCP”)
On
March 25, 2021 (“Effective Date”), the Company executed
the following agreements with GCSP: (i) Securities Purchase
Agreement; (ii) Convertible Promissory Note (“Note”);
and (iii) Common Stock Purchase Warrant Agreement, (collectively
the “GSCP Agreements”). The Company entered into the
GSCP Agreements with the intent to acquire working
capital.
The
total amount of funding under the GSCP Agreements is $96,750. The
Note carries an original issue discount of $10,000, legal fees to
Investors Counsel Attorneys PC in the amount of $3,250, and a fee
to Carter, Terry & Company, Inc. (CRD 16365) in the amount of
$10,000, for total debt of $120,000 (“Debt”). The
Company agreed to reserve 2,500,000 shares of its common stock for
issuance if any Debt is converted. The Debt is due on or before
November 25, 2021 (“Maturity Date”). The Debt carries
an interest rate of eight percent (8%). The Debt is convertible
into the Company’s common stock at the fixed price of $0.10,
subject to adjustment as provided for in the Note. The principal
sum as well as any accrued and unpaid interest and other fees shall
be due and payable on the Maturity Date
The
GSCP Agreements are qualified in their entirety by reference to the
GSCP Agreements, copies of which are attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated by reference
into this Item 1.01. Certain capitalized terms used herein but not
otherwise defined shall have the meaning ascribed thereto in the
Transaction Documents.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
See the disclosures made in Item 1.01, which are incorporated
herein by reference. Any securities issued in the GSCP Agreements
were issued in a transaction exempt from registration pursuant to
Section 4(a)(2) and Rule 506(b) Securities Act of 1933. The
transactions did not involve a public offering, the sale of the
securities was made without general solicitation or advertising,
there was no underwriter, and no underwriting commissions were
paid.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Compilation
of GSCP Securities Purchase Agreement, Convertible Promissory Note
and Warrant (Filed herewith)
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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.
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TEGO
CYBER INC.
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Date: March
30, 2021
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By:
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/s/
Shannon Wilkinson
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Shannon
Wilkinson
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Chief Executive
Officer
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