8k out Item 1.01 Entry into Material Definitive
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Posted On: 05/14/2018 12:09:40 PM
8k out
Item 1.01 Entry into Material Definitive Agreement.
On May 8, 2018, Bravatek Solutions, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Investor”), whereby the Company shall have the right to require the Investor to purchase up to $500,000 (the “Commitment Amount”) of the Company’s common stock (“Capital Call Shares”) during the commitment period (the “Commitment Period” commencing on May 8, 2018, and terminating on the earlier of (i) December 31, 2018, (ii) termination of the Equity Purchase Agreement by the Company upon a material breach by the Investor, or (iii) the date that the Investor has purchased Capital Shares equal to the Commitment Amount.
Pursuant to Section 2.3 of the Equity Purchase Agreement, each closing for Capital Call Shares shall occur on the date that is 5 business days following the date that the Investor receives Capital Call Shares from the Company. The purchase price for the shares to be paid by the Investor at each closing shall be 75% of the lowest daily volume-weighted average price of the Company’s common stock during the 5 trading days prior to a closing date.
The obligation of the Investor to purchase Capital Call Shares is subject to several conditions, including (i) that the Company has filed a registration statement with the United States Securities and Exchange Commission registering the Capital Call Shares within 60 calendar days from the date of the Equity Purchase Agreement, and (ii) that the purchase of Capital Call Shares shall not cause the Investor to own more than 4.99% of the outstanding shares of the Company’s common stock.
In connection with the Equity Purchase Agreement, on May 8, 2018, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), requiring the Company to register, per the Securities Act of 1933, the Capital Call Shares within 90 calendar days.
Finally, on May 8, 2018, the Company determined to donate 25,000,000 shares of the Company’s common stock to Triton Funds LLC.
The foregoing descriptions of the Equity Purchase Agreement and Registration Rights Agreement are qualified in their entirety by the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to, and incorporated by reference in, this report.
source
https://www.sec.gov/Archives/edgar/data/14495...vtk_8k.htm
EQUITY PURCHASE AGREEMENT
This equity purchase agreement is entered into as of May 7, 2018 (this “Agreement”), by and between BRAVATEK SOLUTIONS, INC., a Colorado corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to Five Hundred Thousand Dollars ($500,000) of the Company’s Common Stock (as defined below);
NOW, THEREFORE, the parties hereto agree as follows:
read in full
https://www.sec.gov/Archives/edgar/data/14495..._ex101.htm
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2018, by and between BRAVATEK SOLUTIONS, INC., a Colorado corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The Five Hundred Thousand Dollars ($500,000.00) of Capital Call Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings:
a. “Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.
b. “Person” means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
c. “Register”, “registered”, and “registration” refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “ SEC “).
d. “Registrable Securities” means (a) an aggregate of up to 600,000,000 Capital Call Shares and any shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise with respect thereto.
e. “Registration Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.
read in full
https://www.sec.gov/Archives/edgar/data/14495..._ex102.htm
Item 1.01 Entry into Material Definitive Agreement.
On May 8, 2018, Bravatek Solutions, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Investor”), whereby the Company shall have the right to require the Investor to purchase up to $500,000 (the “Commitment Amount”) of the Company’s common stock (“Capital Call Shares”) during the commitment period (the “Commitment Period” commencing on May 8, 2018, and terminating on the earlier of (i) December 31, 2018, (ii) termination of the Equity Purchase Agreement by the Company upon a material breach by the Investor, or (iii) the date that the Investor has purchased Capital Shares equal to the Commitment Amount.
Pursuant to Section 2.3 of the Equity Purchase Agreement, each closing for Capital Call Shares shall occur on the date that is 5 business days following the date that the Investor receives Capital Call Shares from the Company. The purchase price for the shares to be paid by the Investor at each closing shall be 75% of the lowest daily volume-weighted average price of the Company’s common stock during the 5 trading days prior to a closing date.
The obligation of the Investor to purchase Capital Call Shares is subject to several conditions, including (i) that the Company has filed a registration statement with the United States Securities and Exchange Commission registering the Capital Call Shares within 60 calendar days from the date of the Equity Purchase Agreement, and (ii) that the purchase of Capital Call Shares shall not cause the Investor to own more than 4.99% of the outstanding shares of the Company’s common stock.
In connection with the Equity Purchase Agreement, on May 8, 2018, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), requiring the Company to register, per the Securities Act of 1933, the Capital Call Shares within 90 calendar days.
Finally, on May 8, 2018, the Company determined to donate 25,000,000 shares of the Company’s common stock to Triton Funds LLC.
The foregoing descriptions of the Equity Purchase Agreement and Registration Rights Agreement are qualified in their entirety by the full text of such agreements, which are filed as Exhibits 10.1 and 10.2 to, and incorporated by reference in, this report.
source
https://www.sec.gov/Archives/edgar/data/14495...vtk_8k.htm
EQUITY PURCHASE AGREEMENT
This equity purchase agreement is entered into as of May 7, 2018 (this “Agreement”), by and between BRAVATEK SOLUTIONS, INC., a Colorado corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to Five Hundred Thousand Dollars ($500,000) of the Company’s Common Stock (as defined below);
NOW, THEREFORE, the parties hereto agree as follows:
read in full
https://www.sec.gov/Archives/edgar/data/14495..._ex101.htm
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2018, by and between BRAVATEK SOLUTIONS, INC., a Colorado corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
The Five Hundred Thousand Dollars ($500,000.00) of Capital Call Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings:
a. “Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.
b. “Person” means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
c. “Register”, “registered”, and “registration” refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “ SEC “).
d. “Registrable Securities” means (a) an aggregate of up to 600,000,000 Capital Call Shares and any shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise with respect thereto.
e. “Registration Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.
read in full
https://www.sec.gov/Archives/edgar/data/14495..._ex102.htm
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