Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2014, GlobalWise Investments, Inc., a Nevada corporation (the
"Company"), issued a convertible promissory note in the amount of $10,000 (the
"Convertible Note") to Matthew L. Chretien, the President and CEO, and a
director of the Company (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
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 10, 2014, the Company issued the Convertible Note, in the principal
amount of $10,000, 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 June 10, 2014 by
GlobalWise Investments, Inc.
10.2* Form of Subscription Agreement entered into on June 10, 2014.
* Filed as Exhibits 10.1 and 10.2 in the Form 8-K filed on May 15