|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Hempacco Co., Inc. 8-K:1,2,3,9 3/08/24 16:869K Discount Edgar/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 36K 2: EX-10.1 Securities Purchase Agreement HTML 215K 3: EX-10.2 Registration Rights Agreement HTML 79K 4: EX-10.3 Promissory Note HTML 134K 5: EX-10.4 Common Stock Purchase Warrant HTML 142K 11: R1 Cover HTML 44K 13: XML IDEA XML File -- Filing Summary XML 13K 16: XML XBRL Instance -- hpco_8k_htm XML 16K 12: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 8: EX-101.CAL XBRL Calculations -- hpco-20240308_cal XML 8K 10: EX-101.DEF XBRL Definitions -- hpco-20240308_def XML 11K 7: EX-101.LAB XBRL Labels -- hpco-20240308_lab XML 42K 9: EX-101.PRE XBRL Presentations -- hpco-20240308_pre XML 29K 6: EX-101.SCH XBRL Schema -- hpco-20240308 XSD 19K 14: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 15: ZIP XBRL Zipped Folder -- 0001477932-24-001539-xbrl Zip 168K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM i 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): i March 8, 2024
i Hempacco Co., Inc. |
(Exact name of registrant as specified in its charter) |
i 83-4231457 | ||
(Commission File Number) | (IRS Employer Identification Number) |
| i 92154 | |
(Address of Principal Executive Offices) |
| (Zip Code) |
( i 619) i 779-0715
(Registrant’s telephone number, including area code)
N/A
(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 obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 |
i Common Stock, par value $0.001 |
| i HPCO |
| The i Nasdaq Stock Market LLC |
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 i ☐
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.
Effective March 26, 2024, Hempacco Co., Inc. (the “Company”), entered into a securities purchase agreement (the “SPA”) with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”), pursuant to which the Company sold, and Mast Hill purchased, (i) a convertible promissory note in the principal amount of $379,288.88 (the “Note”), and (ii) warrants to purchase 113,786 shares of Company common stock (the “Warrants”), for an aggregate purchase price of $341,360 (the “Transaction”), and the Company also entered into a registration rights agreement with Mast Hill (the “RRA”).
The Transaction closed on March 26, 2024, and on such date pursuant to the SPA, Mast Hill’s legal expenses of $6,000 were paid from the gross purchase price, the Company’s broker-dealers in connection with the transaction were paid $27,308.80 from the gross purchase price, the Company receiving net funding of $308,051.20, and the Note and Warrants were issued to Mast Hill.
The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for the fulfillment of purchase orders and for business development and operating capital only, but not for repayment of indebtedness owed to officers, directors or employees of the Company or their affiliates, the repayment of any debt issued in corporate finance transactions, any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing operations), or any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company. The SPA also (i) requires the Company to satisfy the shareholder approval requirements of Nasdaq Listing Rule 5635, (ii) prohibits the issuance of more than 724,128 shares of Company common stock (the “Exchange Cap”) to FirstFire in the aggregate until shareholder approval has been received to issue shares in excess of the Exchange Cap and such approval has become effective pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, and (iii) requires the Company to file a preliminary information statement on Schedule 14C in connection with the issuance of shares in excess of Exchange Cap under the Transaction with the U.S. Securities and Exchange Commission (the “SEC”) within 10 calendar days of closing, and file a definitive information statement as soon as permissible.
The RRA requires the Company to file with the SEC a registration statement registering for resale by Mast Hill the shares of Company common stock issued or issuable to it under the Transaction within 90 days of closing and have such registration statement effective within 120 days.
2 |
The Note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of interest guaranteed and earned in full as of issuance of the Note), is unsecured, and is generally required to be repaid 1/6th each month ($63,219.87/month for six months, and $12,698,59/month for the following two months), with such repayments beginning 4 months after the issue date (July 25, 2024). The Note is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to $2.30/share subject to adjustment as provided in the Note (the “Conversion Price”). The Conversion Price shall be adjusted if an Event of Default (as such term is defined in the Note, and including any failure to pay monthly amortization payments as required by the Note) has occurred, in which case the Conversion Price shall mean the lesser of (i) 75% of $2.30/share (which percentage shall be reduced by 10% for each 30 calendar day period that passes after the Event of Default, but shall not be reduced lower than 50%), or (ii) 90% of the lowest VWAP (as defined in the Note) on any Trading Day (as defined in the Note) during the 5 Trading Days prior to the conversion date (which percentage shall be reduced to 87.5% if the Company has failed to make a required monthly amortization payment); provided, however, that the holders may not convert the Note to the extent that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. Additionally, the holders are entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion, provided that the gross conversion amount in that conversion is at least $25,000.
The Warrants have a 5-year term, are exercisable on a cashless basis, and have an exercise price of $2.30, subject to adjustment as provided in the Warrants.
The foregoing descriptions of the SPA, RRA, Note, and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1-10.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Note and Warrants were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuances did not involve a public offering.
On March 8, 2024, the Company issued Green Globe International, Inc. (“Green Globe”) 276,252 shares of Company common stock in satisfaction of the $639,797.48 balance remaining from the Company’s $2,500,000 promissory note dated December 31, 2023, issued to Green Globe. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance did not involve a public offering.
3 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description | |
|
|
| |
| |||
|
|
| |
| |||
|
|
| |
| Promissory Note, dated March 25, 2024, by the Company to Mast Hill * | ||
|
|
| |
| Common Stock Purchase Warrant, dated March 25, 2024, by the Company to Mast Hill * | ||
|
|
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
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, hereunder duly authorized.
| HEMPACCO CO., INC. | ||
|
|
|
|
Dated: March 28, 2024 | By: | /s/ Sandro Piancone | |
|
|
| |
|
| Chief Executive Officer |
|
4 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/25/24 | ||||
| Filed on: | 3/28/24 | |||
| 3/26/24 | ||||
| For Period end: | 3/8/24 | 8-K | ||
| 12/31/23 | ||||
| List all Filings | ||||