Other Information.
−Removed: Certification
−Removed: of Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith)
−Removed: Certification
−Removed: of Principal Financial Officer pursuant to Rule 13a-14(a) (filed herewith)
−Removed: Certification
−Removed: pursuant to 18 U.S.C.
+Added: July to October 2023, the Company executed subscription agreements for $1,880,000 of a $2,000,000 privately placed convertible debt offering.
+Added: The debt may be drawn in 25% increments, matures on the anniversary of the draw, bears
+Added: interest at 10% per annum for the term, regardless of earlier payment or conversion, and is mandatorily convertible as to principal
+Added: and interest into shares of the Company’s common stock at any time prior to maturity at the greater of $1.20 or 85% of the
+Added: volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the
+Added: conversion (the “Conversion Price”).
+Added: If the Company has not exercised the mandatory conversion, the holder of the debt
+Added: has the option after six months and on up to four occasions to convert all or any portion of the principal and interest into shares
+Added: of the Company’s common stock at the Conversion Price.
+Added: On October 23, 2023, the Company issued $1,390,000 of convertible notes
+Added: pursuant to the subscription agreements, and immediately converted $1,207,000 of principal and interest into approximately 820,000 shares of common
+Added: Form of Securities Purchase Agreement together with form of Convertible Promissory Note
+Added: Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith)
+Added: Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (filed herewith)
+Added: Certification pursuant to 18 U.S.C.
Section 1350 (furnished herewith)
13 unchanged sentences
FOOD GROUP INC.
−Removed: August 14, 2023
+Added: October 26, 2023
Riccardo Delle Coste
1 unchanged sentence
Executive Officer)
−Removed: August 14, 2023
+Added: October 26, 2023
Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.