AGTK Agritek Holdings Inc (CE)

On December 20, 2017, the Company completed the closing of a private placement financing transaction (the “Transaction”) with St. George Investments, LLC. (“ST. George”), pursuant to a Securities Purchase Agreement (the “St. George SPA”). Pursuant to the ST. George SPA, the Company issued a Convertible Promissory Note (the "St. George 2017 Note") for $1,105,000 to St. George which includes a purchase price of $1,000,000, transaction costs of $5,000 and an Original Issue Discount (“OID”) of $100,000. On December 21, 2017, the Company received $200,000 and recorded $225,000 as convertible note payable, including $5,000 of transaction costs and $20,000 OID interest. St. George also issued to the Company four promissory notes, each in the amount of $200,000. All or any portion of the outstanding balance of the St. George 2017 Note may be prepaid, without penalty, along with accrued but unpaid interest at any time prior to maturity. The Company has no obligation to pay St. George any amounts on the unfunded portion of the St. George 2017 Note. The St. George 2017 Note bears interest at 10% per annum (increases to 22% per annum upon an event of default) and is convertible into shares of the Company’s common stock at St. George’s option, at a price of $0.025 per share (the “Lender’s Conversion Price”). On December 27, 2017, St. George funded $250,000 of the secured promissory notes issued to the Company. On January 9, 2018, St. George funded $200,000 of the secured promissory notes issued to the Company. From the St. George fundings, the Company redeemed $481,199 of aged convertible promissory notes.

Beginning on the date that is six (6) months after the later of (i) the Issuance Date, and (ii) the date the Initial Cash Purchase Price is paid to the Company (the “Initial Installment Date”), and on each applicable Installment Date thereafter, the Company is to pay the Holder, the applicable Installment Amount due on such date, in ten Installment Amounts of $110,500 plus the sum of any accrued and unpaid interest, fees, costs or charges may be made (a) in cash (a “Company Redemption”), (b) by converting such Installment Amount into shares of Common Stock (a “Company Conversion”), or (c) by any combination of a Company Conversion and a Company Redemption so long as the entire amount of such Installment Amount due shall be converted and/or redeemed by the Company on the applicable Installment Date. The St. George 2017 Note matures fifteen months after the Issuance Date. The Company Conversion price is equal to 60% of the lowest intra-day trading price for the twenty days immediately preceding the conversion.

The foregoing description of the St. George 2017 Note and does not purport to be complete and is qualified in its entirety by reference to the full text of each document, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.