Item 1.01. Entry into a Material Definitive Agreement.
On May 23, 2014, GlobalWise Investments, Inc., a Nevada corporation (the
"Company"), issued a convertible promissory note in the amount of $100,000 (the
"Convertible Note") to an accredited investor (the "Note Investor"). The
Convertible Note matures on December 31, 2015 (the "Maturity Date") and bears
interest at an annual rate of interest of 10 percent until maturity, with
interest payable quarterly. The Note Investor has a right, in their sole
discretion, to convert the Convertible Note into shares of Common Stock, par
value $0.001 per share, of the Company under certain circumstances at a
conversion rate of $0.08 per Share. If the Convertible Note has not been fully
repaid by the Company by the Maturity Date or converted into shares at the
election of the Convertible Note Investor prior to the Maturity Date, then such
Convertible Note will accrue interest at the annual rate of 12% from the
Maturity Date until the date the Convertible Note is repaid in full. Any
interest not paid quarterly will also accrue interest at the annual rate of 12%.
Under the terms of the Convertible Note, the Company agreed to seek shareholder
approval to increase the number of authorized shares of the Company by at least
25,000,000 shares on or before September 30, 2014. The Company intends to use
the proceeds of the Convertible Note for working capital, general corporate
purposes, and debt repayment. The form of the Convertible Note and related
Subscription Agreement are incorporated as Exhibit 10.1 and 10.2 to this Report,
and the summary description of the terms of the Convertible Note contained
herein is qualified in its entirety by reference to Exhibit 10.1 and 10.2.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 23, 2014, the Company issued the Convertible Note, in the principal
amount of $100,000, as described in Item 1.01 of this Report, which description
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Name of Exhibit
10.1* Form of Convertible Promissory Note issued on May 23, 2014 by
GlobalWise Investments, Inc.
10.2* Form of Subscription Agreement entered into on May 23, 2014.
* Filed as Exhibits 10.1 and 10.2 in the Form 8-K filed on May 15