8K Filing on new funding agreement to support AVR
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Posted On: 01/16/2024 10:56:16 AM
8K Filing on new funding agreement to support AVRW operations and marketing growth at this time.
Item 1.01. Entry into a Material Definitive Agreement.
On January 4, 2024, Avenir Wellness Solutions, Inc. (the “Company”) and Nancy Duitch, the Chief Executive Officer of the Company (the “Executive”), entered into that certain Senior Secured Promissory Note and Security Agreement (the “Agreement”).
The Agreement provides for a secured loan facility of up to $250,000, of which the Company borrowed an initial amount of $39,000 (the “Initial Principal Amount”) on January 4, 2024. The Agreement provides for the ability of the Company to request additional loan amounts up to $211,000 (the “Future Advances”), inclusive of the outstanding balances of certain credit cards (the “Cards”) used exclusively by the Company of which are issued in the name of the Executive. The portion of the principal amount of the Agreement (the “Principal Amount”) comprised of the Initial Principal Amount and the Future Advances (and excluding the outstanding balances on the Cards), accrues interest at an annual rate of 12%, or 18% in the event of default. The Principal Amount plus all accrued and unpaid interest is due and payable in full on the sooner of: (i) the demand of the Holder; and (ii) March 31, 2024. The Company may prepay the Principal Amount, in whole or in part, without the prior written consent of the Executive and without penalty. The Company granted the Executive a security interest in all of the Company’s present and future personal property.
In the event of default, the Executive may, upon written notice to the Company, declare the Principal Amount, including any accrued interest, immediately due and payable in cash and in full. The following constitutes events of default: (i) the Company fails to pay when due any principal or interest payment on the due date, and such payment has not been made within ten (10) days of the Company’s receipt of the Executive’s written notice to the Company of such failure to pay; (ii) the Company materially breaches any other covenant contained in the Agreement and such failure continues for fifteen (15) days after the Company receives written notice of such material breach from the Executive; (iii) the Company voluntarily files for bankruptcy protection or makes a general assignment for the benefit of creditors; or (iv) the Company is the subject of an involuntary bankruptcy petition and such petition is not dismissed within sixty (60) days.
The Agreement contains customary representations and warranties and customary affirmative covenants applicable to the Company. The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 1.01. Entry into a Material Definitive Agreement.
On January 4, 2024, Avenir Wellness Solutions, Inc. (the “Company”) and Nancy Duitch, the Chief Executive Officer of the Company (the “Executive”), entered into that certain Senior Secured Promissory Note and Security Agreement (the “Agreement”).
The Agreement provides for a secured loan facility of up to $250,000, of which the Company borrowed an initial amount of $39,000 (the “Initial Principal Amount”) on January 4, 2024. The Agreement provides for the ability of the Company to request additional loan amounts up to $211,000 (the “Future Advances”), inclusive of the outstanding balances of certain credit cards (the “Cards”) used exclusively by the Company of which are issued in the name of the Executive. The portion of the principal amount of the Agreement (the “Principal Amount”) comprised of the Initial Principal Amount and the Future Advances (and excluding the outstanding balances on the Cards), accrues interest at an annual rate of 12%, or 18% in the event of default. The Principal Amount plus all accrued and unpaid interest is due and payable in full on the sooner of: (i) the demand of the Holder; and (ii) March 31, 2024. The Company may prepay the Principal Amount, in whole or in part, without the prior written consent of the Executive and without penalty. The Company granted the Executive a security interest in all of the Company’s present and future personal property.
In the event of default, the Executive may, upon written notice to the Company, declare the Principal Amount, including any accrued interest, immediately due and payable in cash and in full. The following constitutes events of default: (i) the Company fails to pay when due any principal or interest payment on the due date, and such payment has not been made within ten (10) days of the Company’s receipt of the Executive’s written notice to the Company of such failure to pay; (ii) the Company materially breaches any other covenant contained in the Agreement and such failure continues for fifteen (15) days after the Company receives written notice of such material breach from the Executive; (iii) the Company voluntarily files for bankruptcy protection or makes a general assignment for the benefit of creditors; or (iv) the Company is the subject of an involuntary bankruptcy petition and such petition is not dismissed within sixty (60) days.
The Agreement contains customary representations and warranties and customary affirmative covenants applicable to the Company. The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
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